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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

ý

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

M III ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

ý

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        Not applicable
 
    (2)   Aggregate number of securities to which transaction applies:
        Not applicable
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        $9.86 per share of Common Stock (average of high and low prices on NASDAQ on December 5, 2017)
 
    (4)   Proposed maximum aggregate value of transaction:
        $233,600,000(1)
 
    (5)   Total fee paid:
        $29,084(2)
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

(1)
Includes (i) estimated consideration of $100.0 million consisting of cash and assumption of indebtedness, plus (ii) estimated Common Stock consideration equal to 10 million shares of Common Stock valued as set forth above at a price per share of $9.86 and (iii) estimated Series A Preferred Stock consideration of $35.0 million.

(2)
The amount is the product of $233,600,000 multiplied by the SEC's filing fee of $124.50 per $1,000,000.

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M III ACQUISITION CORP.
3 Columbus Circle, 15th Floor
New York, New York 10019

Dear M III Acquisition Corp. Stockholder:

        We cordially invite you to attend a special meeting of the stockholders of M III Acquisition Corp., a Delaware corporation ("we," "us," "our" or the "Company"), which will be held on [            ] at [            ] local time at [            ] (the "Special Meeting").

        On November 3, 2017, the Company, IEA Energy Services LLC ("IEA Services"), Wind Merger Sub I, Inc. ("Merger Sub I"), Wind Merger Sub II, LLC ("Merger Sub II"), Infrastructure and Energy Alternatives, LLC ("IEA Parent" or "Seller"), Oaktree Power Opportunities Fund III Delaware, L.P. ("Oaktree"), solely in its capacity as IEA Parent's representative, and, solely for purposes of certain sections therein, M III Sponsor I LLC and M III Sponsor I LP (together, the "Sponsors"), entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 thereto, dated November 15, 2017 ("Amendment No. 1") and as it may be further amended from time to time, the "Merger Agreement"), which provides for, among other things, the merger of Merger Sub I with and into IEA Services with IEA Services surviving such merger and, immediately thereafter, merging with and into Merger Sub II with Merger Sub II surviving such merger as an indirect, wholly-owned subsidiary of the Company (the "Mergers" and, together with the Stock Issuances (as defined below), and the other transactions contemplated by the Merger Agreement, the "Business Combination"). As a result of the foregoing, we will acquire IEA Services and its subsidiaries, which we collectively refer to as "IEA". You are being asked to vote on the Business Combination between the Company and IEA.

        At the Special Meeting, our stockholders will be asked to consider and vote upon a proposal (the "Business Combination Proposal" or "Proposal No. 1") to adopt the Merger Agreement and approve the Business Combination, including the Mergers and the issuances in connection therewith of shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), and shares of the Company's newly authorized Series A preferred stock, par value $0.0001 per share ("Series A Preferred Stock"), and the issuance of any shares of Common Stock upon conversion of such Series A Preferred Stock, and the issuance of any additional shares of Common Stock pursuant to the earn-out provisions of the Merger Agreement (such issuances to Seller pursuant to the terms of the Merger Agreement, the "Stock Issuances"). A copy of the Merger Agreement and Amendment No. 1 are attached to the accompanying proxy statement as Annex A and Annex B, respectively. Subject to the terms of the Merger Agreement and the adjustments set forth therein, the aggregate purchase price for the Business Combination is expected to be approximately $235,000,000. The consideration to be paid to the Seller will be in the form of a combination of cash and stock consideration and is subject to certain adjustments described in the Merger Agreement. The cash consideration payable to Seller at the closing of the Business Combination ("Closing") (assuming no adjustments) is $100,000,000. The stock consideration will be the total consideration less the cash consideration, with such stock consideration split 74.1% in the form of Common Stock and 25.9% in the form of Series A Preferred Stock, subject to the adjustments described below. For purposes of determining the number of shares of Common Stock issuable with respect to the portion of the consideration payable in Common Stock, the Common Stock will be valued at $10.00 per share. The relative allocation of the consideration to be received by Seller at Closing as among cash, Common Stock and Series A Preferred Stock will be further adjusted as follows:

    the relative amount of the cash consideration will be increased, and the amount of Series A Preferred Stock consideration correspondingly decreased, by up to $35,000,000 of proceeds from certain equity issuances, if any, by the Company between the date of the Merger Agreement and Closing (the "Co-Investment Adjustment"); and

    following the Co-Investment Adjustment, if any, if the value of the Common Stock to be received by Seller at Closing would be less than 40% of the total value of the consideration to be received by Seller at Closing (in each case, using the closing trading price per share of Common Stock on the last business day prior to Closing), then the amount of Common Stock

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      will be increased and the amount of Series A Preferred Stock correspondingly decreased (and, if following such adjustment, the Common Stock consideration to be received by Seller at Closing would still be less than 40% of the total value of the consideration to be received by Seller at Closing, then the cash consideration will be decreased and the Common Stock consideration will be further increased) so that the value of the Common Stock to be received by Seller at Closing is equal to 40% of the total consideration to be received by Seller at Closing (these adjustments, the "Common Stock Adjustments").

        The foregoing consideration to be paid to Seller may be further increased by up to 9,000,000 shares of Common Stock, which may be payable pursuant to an earn-out based upon the post-combination company achieving certain EBITDA targets in 2018 and/or 2019, as more fully described in the accompanying proxy statement.

        In order to facilitate the Business Combination, our Sponsors and two of our directors will enter into an agreement at Closing pursuant to which they will agree that an aggregate of 1,874,999 shares of Common Stock (representing approximately 50% of the Founder Shares (as defined below)) will be subject to vesting, half of which will vest on the first day upon which the closing sale price of the Common Stock on NASDAQ has equaled or exceeded $12.00 per share for any 20 trading day period in a 30 consecutive day trading period and the other half of which will vest on the first day upon which the closing sale price of the Common Stock on NASDAQ has equaled or exceeded $14.00 per share for any 20 trading day period in a 30 consecutive day trading period.

        At the Special Meeting, Company stockholders will be asked to adopt the Merger Agreement and approve the Business Combination, including the Mergers and the Stock Issuances. In addition, you are being asked to consider and vote upon (i) five separate proposals to approve and adopt amendments to the Company's current certificate of incorporation to: (A) authorize an additional 65,000,000 shares of Common Stock ("Proposal No. 2"); (B) provide for the classification of our board of directors (our "Board") into three classes of directors with staggered terms of office and to make certain related changes ("Proposal No. 3"); (C) change the stockholder vote required to amend certain provisions of the post-combination company's certificate of incorporation and bylaws ("Proposal No. 4"); (D) elect not to be governed by Section 203 of the General Corporation Law of the State of Delaware (the "DGCL") and, instead, include a provision in our certificate of incorporation that is substantially similar to Section 203 of the DGCL, but excludes our Sponsors, Oaktree Capital Management, L.P. and Seller and each of their respective successors, certain affiliates and each of their respective transferees from the definition of "interested stockholder," and to make certain related changes ("Proposal No. 5"); and (E) provide for certain additional changes, including but not limited to changing the post-combination company's corporate name from "M III Acquisition Corp." to "Infrastructure and Energy Alternatives, Inc." and eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company ("Proposal No. 6") (each of which Proposal Nos. 2 through 6 is referred to as a "Charter Amendment Proposal" and collectively the "Charter Amendment Proposals"), (ii) a proposal to approve the Infrastructure and Energy Alternatives, Inc. 2017 Equity Incentive Plan, a copy of which is attached to this proxy statement as Annex C (the "Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan and also for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Incentive Plan Proposal" or "Proposal No. 7") and (iii) a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Charter Amendment Proposals (the "Adjournment Proposal" or "Proposal No. 8"). A copy of our proposed second amended and restated certificate of incorporation reflecting the Charter Amendment Proposals, assuming the consummation of the Business Combination, is attached as Exhibit B of Annex B to the accompanying proxy statement.

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        Each of these proposals is more fully described in this proxy statement, which each stockholder is encouraged to read carefully.

        Our publicly-traded units, common stock and warrants are currently listed on NASDAQ under the symbols "MIIIU," "MIII" and "MIIIW," respectively. We intend to apply to continue the listing of our publicly-traded common stock and warrants on NASDAQ under the symbols "IEA" and "IEAW," respectively, upon the Closing. Thereafter, our units (comprised of one share of Common Stock and one warrant to purchase one half of one share of Common Stock), which currently trade under the symbol "MIIIU," will cease to trade as an individual security and, instead, will be separated into their constituent shares and warrants and trade under the symbols "IEA" and "IEAW," respectively.

        Pursuant to our current certificate of incorporation, we are providing our stockholders that hold shares of Common Stock that were included in the units issued in our initial public offering ("IPO") ("public stockholders" and such shares, "public shares"), with the opportunity to redeem, upon the Closing, public shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in our trust account that holds the proceeds (including interest, which shall be net of taxes payable) of our IPO (the "Trust Account"). The per-share amount we will distribute to public stockholders that properly redeem their shares will not be reduced by transaction expenses incurred by the Company, IEA Services and Seller in connection with the Business Combination ("Transaction Expenses"). For illustrative purposes, based on the fair value of marketable securities held in our Trust Account of approximately $150,723,082 as of September 30, 2017, the estimated per share redemption price would have been approximately $10.05 on such date. Public stockholders may elect to redeem their shares even if they vote for the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13d-3 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the public shares. We have no specified maximum redemption threshold under our current certificate of incorporation, other than the aforementioned 20% threshold. Each redemption of shares of Common Stock by our public stockholders will reduce the amount in our Trust Account, which held marketable securities with a fair value of approximately $150,723,082 as of September 30, 2017. The Merger Agreement provides that our obligation and the obligations of Seller and IEA Services to consummate the Business Combination is conditioned on the amount in the Trust Account plus the proceeds from any issuance of Common Stock or preferred stock of the Company between the date of the Merger Agreement and the Closing in accordance with the terms of the Merger Agreement less the amount required to complete any redemptions from public stockholders ("Available Cash"), equaling or exceeding $100,000,000. This condition to Closing (the "Available Cash Condition") is for the sole benefit of the parties to the Merger Agreement and may be waived by such parties. If, as a result of redemptions of Common Stock by our public stockholders, this condition is not met (and is not waived), then we, Seller or IEA Services may elect not to consummate the Business Combination. In addition, in no event will we redeem shares of our Common Stock in an amount that would cause our net tangible assets to be less than $5,000,001. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement assumes that none of our public stockholders exercise their redemption rights with respect to their public shares.

        Our Sponsors, Cantor Fitzgerald & Co. ("Cantor Fitzgerald"), two of our independent directors, Mr. Osbert Hood and Mr. Philip Marber (collectively, our "Initial Stockholders"), our officers and our remaining directors have agreed to waive their redemption rights with respect to any shares of Common Stock (other than any public shares, in the case of Cantor Fitzgerald) they may hold in connection with the consummation of the Business Combination. Currently, our Initial Stockholders, officers and directors own 21.9% of our issued and outstanding shares of Common Stock, including all

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of the Founder Shares (as defined below). The 3,750,000 shares of Common Stock that are currently owned by our Initial Stockholders, of which 3,710,000 shares are held by our Sponsors and 20,000 shares are held by each of Messrs. Hood and Marber (the "Founder Shares"), will be excluded from the pro rata calculation used to determine the per-share redemption price. Our Sponsors, officers and directors have agreed to vote any shares of Common Stock owned by them in favor of the Business Combination. Currently, our Sponsors, officers and directors own 21.3% of our issued and outstanding shares of Common Stock, including all of the Founder Shares. The Founder Shares are subject to transfer restrictions.

        We are providing the accompanying proxy statement and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by the Company's stockholders at the Special Meeting is included in this proxy statement. Whether or not you plan to attend the Special Meeting, we urge all Company stockholders to read this proxy statement, including the Annexes and the accompanying financials statements of the Company and of IEA, carefully and in their entirety. In particular, we urge you to read carefully the section entitled "Risk Factors" beginning on page 56 of this proxy statement.

        After careful consideration, our Board has unanimously (i) determined that the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable the Mergers and the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Business Combination, including the Mergers and Stock Issuances, and (iii) resolved to recommend that the holders of shares of Common Stock vote in favor of the adoption of the Merger Agreement and the consummation of the Business Combination, including the Mergers and Stock Issuances. The Board unanimously recommends that our stockholders vote "FOR" adoption of the Merger Agreement and approval of the Business Combination, including the Mergers and the Stock Issuances, and "FOR" all other proposals presented to our stockholders in the accompanying proxy statement. When you consider the Board's recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. Please see the section entitled "Proposal No. 1—Approval of the Business Combination—Interests of Certain Persons in the Business Combination" for additional information.

        Approval of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Approval of each of the Charter Amendment Proposals requires the affirmative vote of holders of a majority of our outstanding shares of Common Stock entitled to vote thereon at the Special Meeting.

        Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented at the Special Meeting. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal and the Charter Amendment Proposals are approved at the Special Meeting. Unless waived by the parties to the Merger Agreement, the Closing is conditioned upon the approval of the Business Combination Proposal and the Charter Amendment Proposals. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Charter Amendment Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement.

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        If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted "FOR" each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

        TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT THE COMPANY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY'S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY'S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

        On behalf of our Board, I would like to thank you for your support of M III Acquisition Corp. and look forward to a successful completion of the Business Combination.

Sincerely,

Mohsin Y. Meghji
Chairman of the Board of Directors and CEO

[        ], 2017

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

        This proxy statement is dated [        ], and is expected to be first mailed to Company stockholders on or about [        ].

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NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS OF M III ACQUISITION CORP.
TO BE HELD [            ], 2018

To the Stockholders of M III Acquisition Corp.:

        NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of M III Acquisition Corp., a Delaware corporation ("we," "us," "our" or the "Company"), will be held on [            ] at [            ] at [            ] (the "Special Meeting"). You are cordially invited to attend the Special Meeting to conduct the following items of business:

    1.
    Business Combination Proposal—To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of November 3, 2017 (as amended by Amendment No. 1 thereto, dated November 15, 2017 ("Amendment No. 1") and as it may be further amended from time to time, the "Merger Agreement"), by and among the Company, IEA Energy Services LLC, a Delaware limited liability company ("IEA Services"), Wind Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub I"), Wind Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company ("Merger Sub II"), Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company ("IEA Parent" or "Seller"), Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership ("Oaktree"), solely in its capacity as Seller's representative, and, solely for purposes of certain sections therein, M III Sponsor I LLC, a Delaware limited liability company, and M III Sponsor I LP, a Delaware limited partnership (together, the "Sponsors"), and approve the transactions contemplated thereby, including (i) the two consecutive mergers as part of which Merger Sub I will merge with and into IEA Services with IEA Services surviving such merger and, immediately thereafter, the surviving entity will merge with and into Merger Sub II with Merger Sub II surviving such merger as an indirect, wholly-owned subsidiary of the Company (the "Mergers"), and (ii) the issuances in connection therewith of shares of the Company's common stock, par value $0.0001 per share ("Common Stock") and shares of the Company's newly authorized Series A preferred stock, par value $0.0001 per share ("Series A Preferred Stock"), and the issuance of any shares of Common Stock upon conversion of such Series A Preferred Stock, and the issuance of any additional shares of Common Stock pursuant to the earn-out provisions of the Merger Agreement (such issuances to Seller pursuant to the terms of the Merger Agreement, the "Stock Issuances") (the Mergers and Stock Issuances, together with the other transactions contemplated by the Merger Agreement, the "Business Combination") (Proposal No. 1).

    2.
    Charter Amendment Proposals—To consider and vote upon five separate proposals to amend the Company's current certificate of incorporation to:

    authorize an additional 65,000,000 shares of Common Stock (Proposal No. 2);

    provide for the classification of our board of directors (our "Board") into three classes of directors with staggered terms of office and to make certain related changes (Proposal No. 3);

    change the stockholder vote required to amend certain provisions of the post-combination company's proposed certificate of incorporation and bylaws (Proposal No. 4);

    elect not to be governed by Section 203 of the DGCL and, instead, include a provision in our certificate of incorporation that is substantially similar to Section 203 of the DGCL, but excludes our Sponsors, Oaktree Capital Management, L.P. and Seller and each of their respective successors, certain affiliates and each of their respective transferees from the definition of "interested stockholder," and to make certain related changes (Proposal No. 5); and

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      provide for certain additional changes, including but not limited to changing the post-combination company's corporate name from "M III Acquisition Corp." to "Infrastructure and Energy Alternatives, Inc." and eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company (Proposal No. 6);

    3.
    Incentive Plan Proposal—To consider and vote upon a proposal to approve the Infrastructure and Energy Alternatives, Inc. 2017 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C, including the authorization of the initial share reserve under the Incentive Plan and also for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended (Proposal No. 7); and

    4.
    Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Charter Amendment Proposals. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal and the Charter Amendment Proposals (Proposal No. 8).

        The above matters are more fully described in the accompanying proxy statement, which also includes, as Annex A and Annex B, a copy of the Merger Agreement and Amendment No. 1, respectively. We urge you to read carefully the accompanying proxy statement in its entirety, including the Annexes and accompanying financial statements of the Company and IEA.

        The record date for the Special Meeting is [            ]. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

        Pursuant to our current certificate of incorporation, we are providing our stockholders that hold shares of Common Stock that were included in the units issued in our initial public offering (our "IPO") ("public stockholders" and such shares, "public shares") with the opportunity to redeem, upon the Closing, public shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in our trust account that holds the proceeds (including interest, which shall be net of taxes payable) of our IPO (the "Trust Account"). The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by transaction expenses incurred by the Company, IEA Services and Seller in connection with the Business Combination ("Transaction Expenses"). For illustrative purposes, based on the fair value of marketable securities held in our Trust Account of approximately $150,723,082 as of September 30, 2017, the estimated per share redemption price would have been approximately $10.05 on such date. Public stockholders may elect to redeem their shares even if they vote "FOR" the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13d-3 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the public shares. We have no specified maximum redemption threshold under our current certificate of incorporation, other than the aforementioned 20% threshold. Each redemption of shares of Common Stock by our public stockholders will reduce the amount in our Trust Account, which held marketable securities with a fair value of approximately $150,723,082 as of September 30, 2017. The Merger Agreement provides that our obligation and the obligations of the Seller and IEA Services to consummate the Business Combination is conditioned on the amount in the Trust Account plus the proceeds from any issuance of Common Stock or preferred stock of the Company between the date of the Merger Agreement and the

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date on which the Closing occurs (the "Closing Date") in accordance with the terms of the Merger Agreement less the amount required to complete any redemptions from public stockholders ("Available Cash") equaling or exceeding $100,000,000. This condition to Closing (the "Available Cash Condition") is for the sole benefit of the parties to the Merger Agreement and may be waived by such parties. If, as a result of redemptions of shares of Common Stock by our public stockholders, this condition is not met (and is not waived), then we, Seller or IEA Services may elect not to consummate the Business Combination. In addition, in no event will we redeem shares of our Common Stock in an amount that would cause our net tangible assets to be less than $5,000,001. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement assumes that none of our public stockholders exercise their redemption rights with respect to their public shares.

        Our Sponsors, Cantor Fitzgerald & Co. ("Cantor Fitzgerald"), two of our independent directors, Mr. Osbert Hood and Mr. Philip Marber (collectively, our "Initial Stockholders"), our officers and our remaining directors have agreed to waive their redemption rights with respect to any shares of Common Stock (other than any public shares, in the case of Cantor Fitzgerald) they may hold in connection with the consummation of the Business Combination. Currently, our Initial Stockholders, officers and directors own 21.9% of our issued and outstanding shares of Common Stock, including all of the Founder Shares. The 3,750,000 shares of Common Stock that are currently owned by our Initial Stockholders, of which 3,710,000 shares are held by our Sponsors and 20,000 shares are held by each of Messrs. Hood and Marber (the "Founder Shares"), will be excluded from the pro rata calculation used to determine the per-share redemption price. Our Sponsors, officers and directors have agreed to vote any shares of Common Stock owned by them in favor of the Business Combination. Currently, our Sponsors, officers and directors own 21.3% of our issued and outstanding shares of Common Stock, including all of the Founder Shares. The Founder Shares are subject to transfer restrictions.

        The Business Combination is conditioned on the approval of the Business Combination Proposal and the Charter Amendment Proposals at the Special Meeting. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Charter Amendment Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement.

        Approval of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Approval of each of the Charter Amendment Proposals requires the affirmative vote of holders of a majority of our outstanding shares of Common Stock entitled to vote thereon at the Special Meeting.

        After careful consideration, our Board has unanimously (i) determined that the transactions contemplated by the Merger Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Mergers and the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Business Combination, including the Mergers and Stock Issuances, and (iii) resolved to recommend that the holders of shares of Common Stock vote in favor of the adoption of the Merger Agreement and approve the Business Combination, including the Mergers and Stock Issuances. The Board unanimously recommends that our stockholders vote "FOR" adoption of the Merger Agreement and approval of the Business Combination, including the Mergers and the Stock Issuances, and "FOR" all other proposals presented to our stockholders in the accompanying proxy statement.

By Order of the Board of Directors

Mohsin Y. Meghji
Chairman of the Board of Directors and CEO

New York, New York
[            ], 2017

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SUMMARY TERM SHEET

    1  

FREQUENTLY USED TERMS

   
7
 

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

   
12
 

SUMMARY OF THE PROXY STATEMENT

   
28
 

SELECTED HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

   
45
 

SELECTED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER INFORMATION OF IEA

   
47
 

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

   
49
 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

   
54
 

RISK FACTORS

   
56
 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

   
93
 

COMPARATIVE SHARE INFORMATION

   
103
 

SPECIAL MEETING OF COMPANY STOCKHOLDERS

   
105
 

PROPOSAL NO. 1—APPROVAL OF THE BUSINESS COMBINATION

   
113
 

PROPOSAL NO. 2—APPROVAL OF AMENDMENTS TO CURRENT CERTIFICATE TO AUTHORIZE ADDITIONAL SHARES OF COMMON STOCK

   
166
 

PROPOSAL NO. 3—CLASSIFICATION OF THE BOARD OF DIRECTORS

   
168
 

PROPOSAL NO. 4—APPROVAL OF AMENDMENTS TO CURRENT CERTIFICATE TO CHANGE THE STOCKHOLDER VOTE REQUIRED TO AMEND THE CERTIFICATE OF INCORPORATION OF THE COMPANY

   
170
 

PROPOSAL NO. 5—APPROVAL OF AMENDMENTS TO CURRENT CERTIFICATE TO ELECT NOT TO BE GOVERNED BY SECTION 203 OF THE DGCL

   
173
 

PROPOSAL NO. 6—APPROVAL OF ADDITIONAL AMENDMENTS TO CURRENT CERTIFICATE IN CONNECTION WITH THE BUSINESS COMBINATION

   
182
 

PROPOSAL NO. 7—APPROVAL OF THE INCENTIVE PLAN, INCLUDING THE AUTHORIZATION OF THE INITIAL SHARE RESERVE UNDER THE INCENTIVE PLAN AND ALSO FOR PURPOSES OF COMPLYING WITH SECTION 162(M) OF THE CODE

   
194
 

PROPOSAL NO. 8—THE ADJOURNMENT PROPOSAL

   
202
 

INFORMATION ABOUT THE COMPANY PRIOR TO THE BUSINESS COMBINATION

   
203
 

THE COMPANY'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   
216
 

EXECUTIVE COMPENSATION OF THE COMPANY

   
220
 

INFORMATION ABOUT IEA

   
221
 

IEA'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   
231
 

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SUMMARY TERM SHEET

        This summary term sheet, together with the sections entitled "Questions and Answers About the Proposals for Stockholders" and "Summary of the Proxy Statement," summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled "Frequently Used Terms."

    The Company is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

    There are currently 19,210,000 shares of Common Stock, par value $0.0001 per share, of the Company, issued and outstanding, including 15,000,000 shares of Common Stock originally sold as units as part of the IPO and 4,210,000 shares of Common Stock that were initially issued as Founder Shares to our Sponsors or purchased as part of units by our Sponsors and Cantor Fitzgerald prior to our IPO ("private placement shares"). There are currently no shares of preferred stock issued and outstanding. In addition, we issued 15,000,000 redeemable common stock purchase warrants (originally sold as part of the units issued in our IPO) as part of our IPO ("public warrants"), along with 460,000 common stock purchase warrants issued as part of the units purchased in a private placement prior to our IPO ("private warrants" and, together with the public warrants, the "warrants"). Each warrant entitles its holder to purchase one-half of one share of our Common Stock at an exercise price of $5.75 per half share, to be exercised only for a whole number of shares of our Common Stock. The warrants will become exercisable 30 days after the completion of our initial business combination and they expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant, if the last sale price of the Company's Common Stock equals or exceeds $24.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. The private placement warrants, however, are non-redeemable so long as they are held by our Sponsors, Cantor Fitzgerald or their permitted transferees. For more information regarding our Common Stock and warrants, please see the section entitled "Description of Securities."

    IEA is a leading engineering, procurement and construction ("EPC") company focused on utility-scale renewable energy facilities. IEA Parent was formed by affiliates of the Power Opportunities Group of Oaktree Capital Management, L.P. ("Oaktree Capital") in 2011 in connection with its acquisition of White Construction, a leading United States EPC firm that had established itself with an early presence in the utility-scale, wind farm construction industry. IEA Services holds all of the material assets of IEA Parent and will continue IEA Parent's ongoing renewable energy EPC business. IEA believes that it holds an industry-leading market share among EPC companies for windfarm construction in the United States. Through construction of approximately 200 projects, the IEA businesses have erected more than 7,200 wind turbines which generate more than 14 GW of electricity. IEA is headquartered in Indianapolis, Indiana. For more information about IEA, please see the sections entitled "Information About IEA," "IEA Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Management after the Business Combination."

        Subject to the terms of the Merger Agreement and the adjustments set forth therein, the aggregate purchase price payable at Closing in respect of the Business Combination is expected to be approximately $235,000,000, which amount will be (1) adjusted by the difference between (x) IEA's

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working capital (as defined in the Merger Agreement) as of 11:59 p.m. (EST) on the date immediately preceding the date on which Closing occurs (the "Adjustment Time") and (y) IEA's target working capital of $(13,877,000) ("Target Working Capital"), (2) increased by the amount of cash and cash equivalents held by IEA as of the Adjustment Time, and (3) decreased by (w) the amount of IEA's outstanding indebtedness under its existing credit facility with Wells Fargo Bank, National Association ("existing credit facility"), (x) certain indebtedness of IEA being assumed by the Company at Closing, (y) certain tax liabilities incurred in connection with the transfer by IEA of certain real property located in Clinton, Indiana, and (z) certain payments to Oaktree as a reserve for expenses to be incurred by it in its capacity as Seller's representative. The consideration to be paid to Seller will be funded through a combination of cash and stock consideration and is subject to certain adjustments described in the Merger Agreement. The cash consideration payable to Seller at Closing is the sum of (a) $100,000,000, plus (b) the sum of (i) the amount of cash and cash equivalents held by IEA as of the Adjustment Time, (ii) an amount equal to the excess, if any, of IEA's working capital (as defined in the Merger Agreement) as of the Adjustment Time over the Target Working Capital (the "Working Capital Overage"), and (iii) an amount equal to the proceeds of any issuances of preferred stock of the Company and/or Common Stock between the date of the Merger Agreement and the Closing up to $35,000,000, less (c) the sum of (i) an amount equal to the excess, if any, of the Target Working Capital over IEA's working capital (as defined in the Merger Agreement) as of the Adjustment Time (the "Working Capital Underage"), (ii) the amount outstanding under the existing credit facility, (iii) any portion of the indebtedness assumed by the Company at Closing that is required by the terms thereof to be repaid as of the Closing and is not so prepaid prior to the Adjustment Time, (iv) the amount by which the indebtedness of IEA assumed by the Company at Closing (other than any indebtedness to the extent included in clauses (ii), (iii), (v), (vi) or (vii)) exceeds $1,000,000, (v) the amount by which capitalized lease obligations of IEA exceed $20,000,000 in the aggregate, (vi) the amount of any accrued and unpaid taxes of IEA for pre-Closing tax periods, (vii) without duplication to (vi), the amount of tax liabilities incurred in connection with the transfer by IEA of certain real property located in Clinton, Indiana, and (viii) the amount paid to Oaktree as a reserve for expenses to be incurred in its capacity as Seller's representative. The remainder of the consideration paid to Seller at Closing will be stock consideration split 74.1% in the form of Common Stock and 25.9% in the form of Series A Preferred Stock, subject to the adjustments described below. For purposes of determining the number of shares of Common Stock issuable with respect to the portion of the consideration payable in Common Stock, the Common Stock will be valued at $10.00 per share. The relative allocation of the consideration to be received by Seller at Closing as among cash, Common Stock and Series A Preferred Stock will be further adjusted as follows:

      the relative amount of the cash consideration will be increased, and the amount of Series A Preferred Stock consideration correspondingly decreased, by up to $35,000,000 of proceeds from certain equity issuances, if any, by the Company between the date of the Merger Agreement and Closing (the "Co-Investment Adjustment"); and

      following the Co-Investment Adjustment, if any, if the value of the Common Stock to be received by Seller at Closing would be less than 40% of the total value of the consideration to be received by Seller at Closing (in each case, using the closing trading price per share of Common Stock on the last business day prior to Closing), then the amount of Common Stock will be increased and the amount of Series A Preferred Stock correspondingly decreased (and, if following such adjustment, the Common Stock consideration would still be less than 40% of the total value of the consideration to be received by Seller at Closing, then the cash consideration to be received by Seller will be decreased and the Common Stock consideration will be further increased) so that the value of the Common Stock to be received by Seller at Closing is equal to 40% of the total consideration to be received by Seller at Closing (these adjustments, the "Common Stock Adjustments").

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        Seller may be entitled to receive up to an additional 9,000,000 shares of Common Stock in the aggregate (the "Earn-Out Shares"). The number of Earn-Out Shares to be issued to Seller (if any) by the Company will depend on the adjusted EBITDA of IEA as calculated pursuant to the terms of the Merger Agreement ("IEA EBITDA") for the 2018 and/or 2019 fiscal years. In order to facilitate the Business Combination, our Sponsors and two of our directors have agreed to defer vesting of approximately 50% of each of their respective Founder Shares (the "Unvested Founder Shares") pursuant to the Founder Shares Amendment Agreement. For more information about the Merger Agreement, please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Merger Agreement."

    It is anticipated that, upon completion of the Business Combination: (i) the Company's public stockholders will own approximately 51.4% of the post-combination company's outstanding Common Stock; (ii) our Initial Stockholders will own approximately 14.4% of the post-combination company's outstanding Common Stock and (iii) Seller will own approximately 34.2% of the post-combination company's outstanding Common Stock. These ownership percentages take into account both vested Founder Shares and Unvested Founder Shares and assume that no public shares are elected to be redeemed by the Company's public stockholders, 10,000,000 shares of Common Stock are issued to Seller at Closing, and the Company does not issue any additional Common Stock between the date of the Merger Agreement and the Closing. The above-stated ownership percentages with respect to the post-combination company do not take into account (a) warrants that will remain outstanding immediately following the Business Combination or (b) the issuance of any shares under the Incentive Plan, a copy of which is attached to this proxy statement as Annex C. If the actual facts are different than these assumptions (which they are likely to be), the ownership percentage retained by the Company's public stockholders in the post-combination company will be different from the above-stated ownership percentage. For more information, please see the sections entitled "Summary of the Proxy Statement—Impact of the Business Combination on the Company's Public Float" and "Unaudited Pro Forma Condensed Combined Financial Information."

    Our management and Board considered a variety of factors in determining whether to approve the Merger Agreement, including that IEA is a leading EPC company with an established customer base of blue chip energy companies and our management and Board believe IEA is well positioned to take advantage of long-term growth in the renewable energy sector. As a result, our management and Board believe that IEA is well-positioned for growth and that the valuation of IEA implied by the purchase price provides significant opportunity for capital appreciation. For more information about our decision-making process, see the section entitled "Proposal No. 1—Approval of the Business Combination—The Company's Board of Director's Reasons for the Approval of the Business Combination."

    Pursuant to our current certificate of incorporation, in connection with the Business Combination, holders of public shares may elect to have their public shares redeemed for cash at the applicable redemption price per share calculated in accordance with our current certificate of incorporation. As of September 30, 2017, this would have amounted to approximately $10.05 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of our Common Stock for cash and will no longer own shares of the post-combination company and will not participate in the future growth of the post-combination company, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the Special Meeting. Please see the section entitled "Special Meeting of the Company's Stockholders—Redemption Rights."

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      In addition to voting on the proposal to adopt the Merger Agreement and approve the Business Combination, including the Mergers and the Stock Issuances, at the Special Meeting, the stockholders of the Company will be asked to vote on:

    five separate proposals to approve and adopt amendments to the Company's current certificate of incorporation to:

    authorize an additional 65,000,000 shares of Common Stock (Proposal No. 2);

    provide for the classification of our Board into three classes of directors with staggered terms of office and to make certain related changes (Proposal No. 3);

    change the stockholder vote required to amend certain provisions of the post-combination company's proposed certificate of incorporation and bylaws (Proposal No. 4);

    elect not to be governed by Section 203 of the DGCL and, instead, include a provision in our certificate of incorporation that is substantially similar to Section 203 of the DGCL, but excludes the Sponsors, Oaktree Capital and Seller and each of their respective successors, certain affiliates and each of their respective transferees from the definition of "interested stockholder," and to make certain related changes (Proposal No. 5);

    provide for certain additional changes, including changing the post-combination company's corporate name from "M III Acquisition Corp." to "Infrastructure and Energy Alternatives, Inc." and eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company (Proposal No. 6);

    a proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan and also for purposes of complying with Section 162(m) of the Code, which we collectively refer to as the "Incentive Plan Proposal" (Proposal No. 7); and

    a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Charter Amendment Proposals (which proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal and the Charter Amendment Proposals) (Proposal No. 8).

        Each of these proposals is described in greater detail in this proxy statement. The Business Combination is conditioned on the approval of the Business Combination Proposal and the Charter Amendment Proposals at the Special Meeting. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Charter Amendment Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

    Unless waived by the parties to the Merger Agreement, and subject to applicable law, the Closing is subject to a number of conditions set forth in the Merger Agreement, including, among others, termination of the waiting period under the HSR Act and receipt of certain stockholder approvals contemplated by this proxy statement. For more information about the closing conditions to the Business Combination, please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Merger Agreement—Conditions to Closing of the Business Combination."

    The Merger Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or by the Company or Oaktree, upon notice to the other, in specified circumstances. For more information about the

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      termination rights under the Merger Agreement, please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Merger Agreement—Termination."

    The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled "Risk Factors."

    After careful consideration, our Board has unanimously (i) determined that the transactions contemplated by the Merger Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Mergers and the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Business Combination, including the Mergers and the Stock Issuances, and (iii) resolved to recommend that the holders of shares of Common Stock vote in favor of the adoption of the Merger Agreement and the consummation of the Business Combination including the Mergers and Stock Issuances. The Board unanimously recommends that our stockholders vote "FOR" adoption of the Merger Agreement and approval of the Business Combination, including the Mergers and the Stock Issuances, and "FOR" all other proposals presented to our stockholders in this proxy statement.

    In considering the recommendation of our Board to vote for the proposals presented at the Special Meeting, including the Business Combination Proposal, you should be aware that aside from their interests as stockholders, our Sponsors, certain members of our Board and our officers have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, negotiating the Merger Agreement and the other transaction agreements and recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:

    the fact that our Initial Stockholders cannot redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

    the fact that our Sponsors paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at $37,500,000 (based upon a $10.00 per share price for our Common Stock);

    the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if we fail to complete an initial business combination by July 12, 2018;

    the fact that our Sponsors paid an aggregate of $3,400,000 for their 340,000 private placement units and that such private placement units will be worthless if a business combination is not consummated by July 12, 2018;

    the continued right of our Sponsors to hold our Common Stock and the shares of Common Stock to be issued to our Sponsors upon exercise of their private placement warrants following the Business Combination, subject to certain vesting restrictions and lock-up periods;

    if the proceeds in the Trust Account are reduced below (i) $10.00 per public share or (ii) a lesser amount per public share as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets as a result of the failure to obtain a waiver of claims against the Trust Account from counterparties to contracts, and Mr. Meghji asserts that he

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        is unable to satisfy his indemnification obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Mr. Meghji to enforce his indemnification obligations;

      the anticipated continuation of certain members of our Board as directors of the post-combination company;

      the continued indemnification of our existing directors and officers and the continuation of our directors' and officers' liability insurance after the Business Combination;

      the fact that our Sponsors, officers and directors will lose their entire investment in us if an initial business combination is not consummated by July 12, 2018;

      that, as described in the Charter Amendment Proposals and reflected in Exhibit B of Annex B, our current certificate of incorporation will be amended to exclude the Sponsors, Oaktree Capital and Seller and each of their respective successors, certain affiliates and each of their respective transferees from the definition of "interested stockholder," thereby permitting them to enter into business combinations without complying with Section 203 of the DGCL; and

      that, at the Closing we will (i) enter into the Registration Rights Agreement, which provides certain stockholders and their permitted transferees with registration rights, and the Investor Rights Agreement, which provides that the Sponsors and Oaktree will each have certain veto rights and director nomination rights, and (ii) adopt amended and restated bylaws, which permit directors nominated by the Sponsors or Oaktree to call a special meeting of the Company's stockholders and contains certain super majority voting rights so long as the Investor Rights Agreement is in effect with respect to the Sponsors.

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FREQUENTLY USED TERMS

        Unless otherwise stated or unless the context otherwise requires, the terms "we," "us," "our," the "Company" and "MIII" refer to M III Acquisition Corp., and the term "post-combination company" refers to the Company following the consummation of the Business Combination.

        In this proxy statement:

        "Adjustment Time" means as of 11:59 p.m. (EST) on the date immediately preceding the Closing Date.

        "amended and restated bylaws" or "proposed bylaws" means the proposed amended and restated bylaws, a form of which is attached hereto as Exhibit D of Annex A, which will become the post-combination company's bylaws upon the approval of the Charter Amendment Proposals, assuming the consummation of the Business Combination.

        "Amendment No. 1" means Amendment No. 1 to the Merger Agreement, dated as of November 15, 2017.

        "Available Cash" means the amount in the Trust Account plus the proceeds from any issuance of Common Stock or preferred stock of the Company between the date of the Merger Agreement and Closing in accordance with the terms of the Merger Agreement less the amount required to complete any redemptions from public stockholders.

        "backlog" means the amount of revenue expected to be realized from the uncompleted portions of existing contracts, including any contracts under which work has not begun and any awarded contracts for which the definitive project documentation is being prepared, as well as revenue from change orders and renewal options.

        "Available Cash Condition" means the condition to Closing that Available Cash equal or exceed $100,000,000.

        "Board" means the board of directors of the Company.

        "Business Combination" means the transactions contemplated by the Merger Agreement, including the Mergers and Stock Issuances.

        "Cantor Fitzgerald" means Cantor Fitzgerald & Co., the representative of the underwriters in our IPO.

        "Cash Consideration" means the sum of (a) $100,000,000, plus (b) the sum of (i) the amount of cash and cash equivalents held by IEA as of the Adjustment Time, (ii) any Working Capital Overage, and (iii) an amount equal to the proceeds of any issuances of preferred stock of the Company and/or Common Stock between the date of the Merger Agreement and Closing, up to $35,000,000, less (c) the sum of (i) any Working Capital Underage, (ii) the amount outstanding under the existing credit facility, (iii) any portion of the indebtedness assumed by the Company at Closing required by the terms thereof to be repaid as of the Closing and not so prepaid prior to the Adjustment Time, (iv) the amount by which the indebtedness assumed by the Company at Closing (other than any indebtedness to the extent included in clauses (ii), (iii), (v), (vi) or (vii)) exceeds $1,000,000, (v) the amount by which capitalized lease obligations of IEA exceed $20,000,000 in the aggregate, (vi) the amount of any accrued and unpaid taxes of IEA for pre-Closing tax periods, (vii) without duplication to (vi), the amount of tax liabilities incurred in connection with the transfer by IEA of certain real property located in Clinton, Indiana, and (viii) the amount paid to Oaktree as a reserve for expenses to be incurred by it as the representative of Seller.

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        "Certificate of Designation" means that certain certificate of designation, substantially in the form of Exhibit C to Annex B attached hereto, setting forth the rights, preferences, privileges and restrictions of the Series A Preferred Stock.

        "Closing" means the closing of the transactions contemplated by the Merger Agreement.

        "Closing Date" means the date on which the Closing occurs.

        "Co-Investment Adjustment" means the adjustment pursuant to the Merger Agreement that provides that the relative amount of the cash consideration will be increased, and the amount of Series A Preferred Stock consideration correspondingly decreased, by up to $35,000,000 of proceeds from certain equity issuances, if any, by the Company between the date of the Merger Agreement and Closing.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Common Stock" means the shares of common stock, par value $0.0001 per share, of the Company.

        "Common Stock Adjustments" means the adjustment pursuant to the Merger Agreement that provides that, if following the Co-Investment Adjustment, if any, the value of the Common Stock to be received by Seller at Closing would be less than 40% of the total value of the consideration to be received by Seller at Closing (in each case, using the closing trading price per share of Common Stock on the last business day prior to Closing), then the amount of Common Stock will be increased and the amount of Series A Preferred Stock correspondingly decreased (and, if following such adjustment, the Common Stock consideration would still be less than 40% of the total value of the consideration to be received by Seller at Closing, then the cash consideration to be received by Seller will be decreased and the Common Stock consideration will be further increased) so that the value of the Common Stock to be received by Seller at Closing is equal to 40% of the total consideration to be received by Seller at Closing.

        "Common Stock Consideration" means the Common Stock to be issued to Seller pursuant to the terms of the Merger Agreement.

        "Company" means M III Acquisition Corp., a Delaware corporation.

        "current bylaws" or "bylaws" means our By Laws, dated as of April 19, 2016.

        "current certificate of incorporation" or "current certificate" means our amended and restated certificate of incorporation, dated July 6, 2016.

        "DGCL" means the General Corporation Law of the State of Delaware.

        "Earn-Out Shares" means up to 9,000,000 shares of Common Stock issuable to Seller in the event IEA EBITDA for the 2018 and/or 2019 fiscal year equals or exceeds certain thresholds set forth in the Merger Agreement.

        "Estimated Merger Consideration" means the amount payable to Seller at Closing, which will be the sum of (i) $235,000,000, plus (ii) the amount of cash and cash equivalents held by IEA as of the Adjustment Time, plus (iii) any Working Capital Overage, less (iv) any Working Capital Underage, less (v) the amount outstanding under the existing credit facility, less (vi) certain indebtedness and other obligations of IEA being assumed by the Company at Closing, less (vii) the amount of tax liabilities incurred in connection with the transfer by IEA of certain real property located in Clinton, Indiana, less (viii) certain payments to Oaktree as a reserve for expenses to be incurred by it in its capacity as the representative of Seller.

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        "Event of Default" means a non-payment of dividends when due under the Certificate of Designation or a failure to redeem the Series A Preferred Stock when required pursuant to the terms of the Certificate of Designation or other material default under the Certificate of Designation.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "existing credit facility" means IEA's existing credit facility with Wells Fargo Bank, National Association.

        "Founder Shares" means the 3,750,000 shares of Common Stock that are currently owned by our Initial Stockholders, of which 3,710,000 shares are held by our Sponsors and 20,000 shares are held by each of Mr. Osbert Hood and Mr. Philip Marber.

        "Founder Shares Amendment Agreement" means that certain agreement to be entered into at Closing by and among the Company, Seller, the Sponsors, Mr. Hood and Mr. Marber substantially in the form of Exhibit E of Annex A attached hereto.

        "H.B. White" means White Construction, Inc. and its wholly-owned subsidiary, H.B. White Canada Corp.

        "IEA" means IEA Services and its subsidiaries.

        "IEA EBITDA" means the adjusted EBITDA of IEA as calculated pursuant to the terms of the Merger Agreement.

        "IEA Parent" means Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company and the parent company of IEA Services.

        "IEA Services" means IEA Energy Services LLC, a Delaware limited liability company.

        "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

        "Incentive Plan" means the Infrastructure and Energy Alternatives, Inc. 2017 Equity Incentive Plan.

        "Initial Stockholders" means our Sponsors, Mr. Osbert Hood and Mr. Philip Marber, each an independent director of the Company, and Cantor Fitzgerald.

        "Investment Company Act" means the Investment Company Act of 1940, as amended.

        "Investor Rights Agreement" means that certain Investor Rights Agreement to be entered into at Closing by and among the Company, the Sponsors and certain affiliated transferees of the Sponsors who become party thereto and by and among the Company, Seller, certain affiliated transferees of Seller who become party thereto and Oaktree, in its capacity as the representative of Seller and such affiliate transferees of Seller, substantially in the form of Exhibit A of Annex A attached hereto.

        "IPO" means the Company's initial public offering, consummated on July 12, 2016, through the sale of 15,000,000 units at $10.00 per unit.

        "K&E" means Kirkland & Ellis LLP, counsel to the Company.

        "Marcum" means Marcum LLP, an independent registered public accounting firm.

        "Merger Agreement" means that certain Agreement and Plan of Merger, dated as of November 3, 2017, by and among the Company, IEA Services, Merger Sub I, Merger Sub II, Seller, Oaktree, solely in its capacity as the representative of Seller, and, solely for purposes of certain sections therein, the Sponsors (as amended by Amendment No. 1 and as further amended from time to time).

        "Merger Sub I" means Wind Merger Sub I, Inc., a Delaware corporation.

        "Merger Sub II" means Wind Merger Sub II, LLC, a Delaware limited liability company.

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        "Mergers" mean the merger of Merger Sub I with and into IEA Services with IEA Services surviving such merger and, immediately thereafter, merging with and into Merger Sub II with Merger Sub II surviving such merger as an indirect, wholly-owned subsidiary of the Company.

        "Morrow" means Morrow Sodali, proxy solicitor to the Company.

        "NASDAQ" means the Nasdaq Capital Market.

        "Oaktree Capital" means Oaktree Capital Management, L.P.

        "Oaktree" means Oaktree Power Opportunities Fund III Delaware, L.P., in its capacity as the representative of Seller.

        "Paul Weiss" means Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to IEA.

        "private placement shares" mean the shares of our Common Stock included in the private placement units issued to our Sponsors and Cantor Fitzgerald in a private placement that closed simultaneously with the closing of the IPO.

        "private placement units" mean the units issued to our Sponsors and Cantor Fitzgerald in a private placement that closed simultaneously with the closing of the IPO.

        "private placement warrants" means the warrants issued to our Sponsors and Cantor Fitzgerald in a private placement that closed simultaneously with the closing of the IPO, each of which is exercisable for one-half of one share of Common Stock, in accordance with its terms.

        "proposed certificate of incorporation" or "proposed certificate" means the proposed second amended and restated certificate of incorporation of the Company, a form of which is attached hereto as Exhibit B of Annex B, which will become the post-combination company's certificate of incorporation upon the approval of the Charter Amendment Proposals, assuming the consummation of the Business Combination.

        "public shares" means shares of Common Stock included in the public units issued in our IPO.

        "public stockholders" means holders of public shares, including our Initial Stockholders to the extent our Initial Stockholders hold public shares, provided, that our Initial Stockholders will be considered "public stockholders" only with respect to any public shares held by them.

        "public units" means one unit, consisting of one public share and one public warrant of the Company.

        "public warrants" means the warrants included in the units issued in the IPO, each of which is exercisable for one-half of one share of Common Stock, in accordance with its terms.

        "Registration Rights Agreement" means that certain Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among the Company, Seller and the Initial Stockholders (and any investor in the Sponsors receiving Common Stock or warrants from the Sponsors).

        "Related Agreements" means the Certificate of Designation, the Founder Shares Amendment Agreement, the Investor Rights Agreement, the Registration Rights Agreement and the Voting Agreement.

        "replacement credit facility" means the replacement credit facility to be entered into by IEA Services, which pursuant to the Merger Agreement will provide for commitments of at least $85,000,000 and an amount available at Closing sufficient to pay Transaction Expenses and any increase in the Cash Consideration resulting from a Working Capital Overage.

        "SEC" means the United States Securities and Exchange Commission.

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        "Securities Act" means the Securities Act of 1933, as amended.

        "Seller" means Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company, which is the parent company of IEA Services.

        "Series A Preferred Stock" means shares of preferred stock, par value $0.0001 per share, of the Company, for which the rights, preferences, privileges and restrictions are set forth in the Certificate of Designation.

        "Special Meeting" means the special meeting of the stockholders of the Company that is the subject of this proxy statement.

        "Sponsors" means M III Sponsor I LLC, a Delaware limited liability company, and M III Sponsor I LP, a Delaware limited partnership.

        "Stock Issuances" means the issuances to Seller pursuant to the Merger Agreement at Closing of Common Stock and Series A Preferred Stock, and the issuance of any shares of Common Stock issuable upon conversion of such Series A Preferred Stock, and the issuance of any Earn-Out Shares.

        "Target Working Capital" means IEA's target working capital of $(13,877,000).

        "Transaction Expenses" means the transaction expenses incurred by the Company, IEA and Seller in connection with the Business Combination, subject to certain limitations described in the Merger Agreement.

        "Transfer Agent" means Continental Stock Transfer & Trust Company.

        "Trust Account" means the trust account of the Company that holds the proceeds from the Company's IPO.

        "Trustee" means Continental Stock Transfer & Trust Company.

        "Unvested Founder Shares" means the 1,874,999 Founder Shares that will be subject to vesting in accordance with the terms of the Founder Shares Amendment Agreement.

        "Voting Agreement" means that certain voting agreement entered into by the Sponsors in the form of Annex D attached hereto.

        "Warrant Agreement" means that certain Warrant Agreement, dated as of July 7, 2016, by and between the Company and Continental Stock Transfer & Trust Company (including any reduction of the warrant price set forth therein).

        "warrants" means the private placement warrants and the public warrants.

        "Working Capital Overage" means an amount equal to the excess, if any, of IEA's working capital (as defined in the Merger Agreement) as of the Adjustment Time over the Target Working Capital.

        "Working Capital Underage" means an amount equal to the excess, if any, of the Target Working Capital over IEA's working capital (as defined in the Merger Agreement) as of the Adjustment Time.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

        The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held on [        ] at [        ] local time at [        ].

Q:
Why am I receiving this proxy statement?

A:
Our stockholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, among other proposals. We have entered into the Merger Agreement, which provides for, among other things: (i) the merger of Merger Sub I with and into IEA Services with IEA Services surviving such merger and, immediately thereafter, merging with and into Merger Sub II with Merger Sub II surviving such merger as an indirect, wholly-owned subsidiary of the Company. As a result of the foregoing, we will acquire IEA Services and its subsidiaries. You are being asked to vote on the Business Combination between us and IEA. Subject to the terms of the Merger Agreement and certain adjustments set forth therein, the aggregate consideration to be paid to Seller at Closing is expected to be approximately $235,000,000. A copy of the Merger Agreement and Amendment No. 1 are attached to this proxy statement as Annex A and Annex B, respectively.

    This proxy statement and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement and its Annexes carefully and in their entirety.

    Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its Annexes.

Q:
When and where is the Special Meeting?

A:
The Special Meeting will be held on [        ] at [        ] local time at [        ].

Q:
What are the specific proposals on which I am being asked to vote at the Special Meeting?

A:
The Company's stockholders are being asked to approve the following proposals:

1.
Business Combination Proposal—To adopt the Merger Agreement and approve the Business Combination, including the Mergers and the Stock Issuances (Proposal No. 1);

2.
Charter Amendment Proposals—To amend the Company's current certificate of incorporation to:

authorize an additional 65,000,000 shares of Common Stock (Proposal No. 2);

provide for the classification of our Board into three classes of directors with staggered terms of office and to make certain related changes (Proposal No. 3);

change the stockholder vote required to amend certain provisions of the post-combination company's proposed certificate of incorporation and bylaws (Proposal No. 4);

elect not to be governed by Section 203 of the DGCL and, instead, include a provision in our certificate of incorporation that is substantially similar to Section 203 of the DGCL, but excludes our Sponsors, Oaktree Capital and Seller and each of their respective successors,

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        certain affiliates and each of their respective transferees from the definition of "interested stockholder," and to make certain related changes (Proposal No. 5); and

      provide for certain additional changes, including, but not limited to, changing the post-combination company's corporate name from "M III Acquisition Corp." to "Infrastructure and Energy Alternatives, Inc." and eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company (Proposal No. 6);

    3.
    Incentive Plan Proposal—To approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan and also for purposes of complying with Section 162(m) of the Code (Proposal No. 7);

    4.
    Adjournment Proposal—To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Charter Amendment Proposals. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal and the Charter Amendment Proposals. (Proposal No. 8).

Q:
Are the proposals conditioned on one another?

A:
Yes. The Business Combination is conditioned on the approval of the Business Combination Proposal and the Charter Amendment Proposals at the Special Meeting. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Charter Amendment Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement. It is important for you to note that in the event that the Business Combination Proposal and the Charter Amendment Proposals do not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by July 12, 2018, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to our public stockholders.

Q:
Why is the Company providing stockholders with the opportunity to vote on the Business Combination?

A:
We are seeking approval of the Merger Agreement, including the Stock Issuances, for purposes of complying with applicable NASDAQ listing rules requiring stockholder approval of issuances of more than 20% of a listed Company's issued and outstanding common stock. Under our current certificate of incorporation, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. We have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer.

Q:
How will IEA be acquired in the Business Combination?

A:
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, the Company will acquire IEA through the merger of Merger Sub I with and into IEA Services with IEA Services surviving such merger and, immediately thereafter, merging with and into Merger Sub II with Merger Sub II surviving such merger as an indirect, wholly-owned subsidiary of the Company.

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Q:
Following the Business Combination, will the Company's securities continue to trade on a stock exchange?

A:
Yes. We intend to apply to continue the listing of our Common Stock and warrants on NASDAQ under the symbols "IEA" and "IEAW," respectively, upon the Closing. Our units will no longer trade as a separate security, but will trade as their constituent Common Stock and warrants.

Q:
How has the announcement of the Business Combination affected the trading price of the Company's Common Stock?

A:
On November 2, 2017, the trading date immediately prior to the public announcement of the Business Combination, the Company's Common Stock and public warrants closed at $9.84 and $0.53, respectively. On [    ], 2017, the trading date immediately prior to the date of this proxy statement, the Company's Common Stock and public warrants closed at $[    ] and $[    ], respectively.

Q:
Is the Business Combination the first step in a "going private" transaction?

A:
No. The Company does not intend for the Business Combination to be the first step in a "going private" transaction. One of the primary purposes of the Business Combination is to provide a platform for IEA to access the U.S. public markets.

Q:
Will the management of IEA change in the Business Combination?

A:
We anticipate that all of the executive officers of IEA will remain with the post-combination company. Messrs. Mohsin Meghji, Ian Schapiro, John Paul Roehm, Philip Kassin, [        ], [        ] and [        ] have been nominated to serve as directors of the post-combination company upon completion of the Business Combination.

Q:
What percentage of the outstanding Common Stock will current stockholders of the Company and Seller hold in the post-combination company immediately after the Closing?

A:
It is anticipated that, upon completion of the Business Combination: (i) the Company's public stockholders will own approximately 51.4% of the post-combination company's outstanding Common Stock; (ii) our Initial Stockholders (including our Sponsors) will own approximately 14.4% of the post-combination company's outstanding Common Stock and (iii) Seller will own approximately 34.2% of the post-combination company's Common Stock. These ownership percentages take into account both vested Founder Shares and Unvested Founder Shares and assume that no shares of Common Stock are elected to be redeemed by the Company's public stockholders and 10,000,000 shares of Common Stock are issued to Seller at Closing and the Company does not issue any additional Common Stock between the date of the Merger Agreement and the Closing Date. The above-stated ownership percentages with respect to the post-combination company do not take into account (a) warrants that will remain outstanding immediately following the Business Combination or (b) the issuance of any shares under the Incentive Plan, a copy of which is attached to this proxy statement as Annex C. If the actual facts are different than these assumptions (which they are likely to be), the ownership percentage retained by the Company's public stockholders in the post-combination company will be different from the above-stated ownership percentage.

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    The following table illustrates varying ownership levels in the post-combination company's outstanding Common Stock, assuming varying levels of redemptions by the Company's public stockholders:(1)

 
  No
Redemptions
  Maximum
Redemptions
 

The Company's public stockholders

    51.4 %   41.2 %

Initial Stockholders

    14.4 %   17.4 %

IEA Parent

    34.2 %   41.4 %

(1)
This table, other than the maximum redemption scenario wherein 5,047,974 shares of Common Stock are redeemed, reflects the assumptions as set forth in the preceding paragraph.

    For more information, please see the sections entitled "Summary of the Proxy Statement—Impact of the Business Combination on the Company's Public Float" and "Unaudited Pro Forma Condensed Combined Financial Information."

Q:
Will the Company obtain new financing in connection with the Business Combination?

A:
IEA will refinance its existing credit facility in connection with the Closing. Subject to certain exceptions described in the Merger Agreement, the amount needed to repay such facility will reduce the Estimated Merger Consideration and Cash Consideration. Subject to certain exceptions described in the Merger Agreement, it is a condition to the Company's obligation to close the Business Combination that IEA has entered into a replacement credit facility with commitments of not less than $85,000,000 and that an amount be available thereunder for borrowing at Closing sufficient to pay Transaction Expenses and any increase in the Cash Consideration resulting from a Working Capital Overage. The remainder of the Cash Consideration for the Business Combination will be funded with the cash in our Trust Account. It is a condition to the obligations of the Company, Seller and IEA Services to close the Business Combination that there is Available Cash at Closing of at least $100,000,000. Subject to the terms described in the Merger Agreement, the Company may issue additional shares of Common Stock and Series A Preferred Stock for up to $75,000,000 of aggregate proceeds between the date of the Merger Agreement and the Closing Date to raise additional funds which would be taken into account in calculating Available Cash.

    IEA Services received a debt commitment letter from Bank of America, N.A. ("Bank of America") and Cadence Bank, N.A. ("Cadence" and together with Bank of America, the "Lenders"), dated November 3, 2017, with respect to a replacement credit facility (the "debt commitment letter") for IEA's existing credit facility. The debt commitment letter provides for a $100,000,000 senior secured credit facility, comprised of a $50,000,000 revolving credit facility and a $50,000,000 delayed draw term loan facility. Bank of America has agreed to act as sole administrative agent and committed to provide $60,000,000 of the replacement credit facility, and Cadence has committed to provide $40,000,000 of the replacement credit facility, in each case, allocated ratably between the revolving credit facility and the term loan facility. Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Cadence will act as joint lead arrangers and joint bookrunners (collectively, the "lead arrangers").

    The term loan may be drawn down for a period of two years following the Closing Date (in not more than four draw downs) and matures three years following the Closing Date. The proceeds of the revolving credit facility may be used on the Closing Date, solely for (i) refinancing existing indebtedness (including replacing or backstopping existing letters of credit), (ii) paying Transaction Expenses and (iii) any increase in the Cash Consideration in respect of any Working Capital Overage. After the Closing Date, the revolving credit facility may be used for working capital,

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    capital expenditures and other lawful corporate purposes and will mature three years following the Closing Date. For more information regarding the debt commitment letter and the replacement credit facility contemplated by the debt commitment letter, see "Proposal No. 1—Approval of the Business Combination—Debt Commitment Letter" and "IEA Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

Q:
What conditions must be satisfied to complete the Business Combination?

A:
There are a number of closing conditions in the Merger Agreement, including the availability of the replacement credit facility described above, the Available Cash Condition described above, the expiration of the applicable waiting period under the HSR Act and the approval by the stockholders of the Company of the Business Combination Proposal and the Charter Amendment Proposals. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Merger Agreement."

Q:
Are there any arrangements to help ensure that the Company will have sufficient funds to fund the cash portion of the purchase price?

A:
As part of the discussions regarding the terms of the Merger Agreement, the Company, Seller and IEA Services considered various alternatives if redemptions from public stockholders resulted in insufficient funds to consummate the Business Combination, including the issuance to Seller or IEA Services of additional Series A Preferred Stock in lieu of cash consideration. However, the parties ultimately agreed in the Merger Agreement that unless waived by the Company and Oaktree, the Merger Agreement provides that our obligation and the obligation of Seller and IEA Services to consummate the Business Combination is subject to the Available Cash Condition. Our Initial Stockholders, officers and directors have agreed to waive their redemption rights with respect to any shares of Common Stock (other than any public shares, in the case of Cantor Fitzgerald) that they may hold in connection with the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, our Initial Stockholders, officers and directors own 21.9% of our issued and outstanding shares of Common Stock, including all of the Founder Shares.

Q:
Why is the Company proposing the Charter Amendment Proposals?

A:
The proposed certificate of incorporation that we are asking our stockholders to approve in connection with the Business Combination provides for: (i) the authorization of an additional 65,000,000 shares of Common Stock; (ii) the classification of our Board into three separate classes; (iii) the election not to be governed by Section 203 of the DGCL and, instead, include a provision in our proposed certificate of incorporation that is substantially similar to Section 203 of the DGCL, but excludes our Sponsors, Oaktree Capital and Seller and each of their respective successors, certain affiliates and each of their respective transferees from the definition of "interested stockholder," and makes certain related changes; (iv) changes to the stockholder vote required to amend the post-combination company's proposed certificate of incorporation and bylaws; and (v) certain additional changes, including changing the post-combination company's corporate name from "M III Acquisition Corp." to "Infrastructure and Energy Alternatives, Inc." and eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company. Pursuant to Delaware law and the Merger Agreement, we are required to submit the Charter Amendment Proposals to the Company's stockholders for approval. For additional information please see the sections entitled "Proposal No. 2—Approval of Amendments to Current Certificate to Authorize Additional Shares of Common Stock," "Proposal No. 3—Classification of the Board of

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    Directors," "Proposal No. 4—Approval of Amendments to Current Certificate to Change the Stockholder Vote Required to Amend the Certificate of Incorporation and Bylaws of the Company," "Proposal No. 5—Approval of Amendments to Current Certificate to Elect Not to be Governed by Section 203 of the DGCL," and "Proposal No. 6—Approval of Additional Amendments to Current Certificate in Connection with the Business Combination" for more information.

Q:
Why is the Company proposing the Incentive Plan Proposal?

A:
The purpose of the Incentive Plan is to further align the interests of the eligible participants with those of stockholders by providing long-term incentive compensation opportunities tied to the performance of the post-combination company. Please see the section entitled "Proposal No. 7—Approval of the Incentive Plan, Including the Authorization of the Initial Share Reserve under the Incentive Plan and Also for Purposes of Complying with Section 162(m) of the Code" for additional information.

Q:
Why is the Company proposing the Adjournment Proposal?

A:
We are proposing the Adjournment Proposal to allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Charter Amendment Proposals, but no other proposal if the Business Combination Proposal and the Charter Amendment Proposals are approved. Please see the section entitled "Proposal No. 8—The Adjournment Proposal" for additional information.

Q:
What happens if I sell my shares of Common Stock before the Special Meeting?

A:
The record date for the Special Meeting is earlier than the date of the Special Meeting. If you transfer your shares of Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of Common Stock because you will no longer be able to deliver them two business days prior to the Special Meeting. If you transfer your shares of Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q:
What vote is required to approve the proposals presented at the Special Meeting?

A:
The approval of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. In order to establish a quorum for purposes of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal, holders of at least a majority of the outstanding shares of Common Stock entitled to vote as of the record date must be present at the Special Meeting in person or by proxy. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote "AGAINST" the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

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    The approval of the Charter Amendment Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting or an abstention from voting with regard to any of the Charter Amendment Proposals will have the same effect as a vote "AGAINST" such Charter Amendment Proposal.

Q:
What happens if the Business Combination Proposal is not approved?

A:
If the Business Combination Proposal is not approved and we do not consummate a business combination by July 12, 2018, we will be required to dissolve and liquidate our Trust Account.

Q:
May the Company, the Sponsors or the Company's directors or officers or their affiliates purchase shares in connection with the Business Combination?

A:
In connection with the stockholder vote to approve the proposed Business Combination, our Sponsors, directors or officers or their respective affiliates may privately negotiate transactions to purchase shares of Common Stock from public stockholders who would have otherwise elected to have such shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of our directors or officers or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such selling stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such selling stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsors, directors or officers or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Q:
How many votes do I have at the Special Meeting?

A:
Each stockholder is entitled to one vote on each proposal presented at the Special Meeting for each share of Common Stock held of record by such stockholder as of [        ], the record date for the Special Meeting. As of the close of business on the record date, there were 19,210,000 outstanding shares of our Common Stock.

Q:
What constitutes a quorum at the Special Meeting?

A:
A majority of the issued and outstanding shares of Common Stock entitled to vote as of the record date, present in person or represented by proxy, constitutes a quorum for purposes of conducting business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, 9,605,001 shares of our Common Stock would be required to achieve a quorum, and as of such date, our Initial Stockholders, owned 4,210,000 shares of Common Stock, which will count towards this quorum.

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Q:
How will the Company's Sponsors, directors and officers vote?

A:
Prior to our IPO, we entered into agreements with our Sponsors and each of our directors and officers, pursuant to which each agreed to vote any shares of Common Stock owned by them in favor of the Business Combination Proposal. None of our Sponsors, directors or officers has purchased any shares of our Common Stock after our IPO and, as of the date of this proxy statement, neither we nor our Sponsors, directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the Business Combination. Currently, our Sponsors, directors and officers own 21.3% of our issued and outstanding shares of Common Stock, including all of the Founder Shares, and will be able to vote all such shares at the Special Meeting.

Q:
What interests do the Sponsors and the Company's current officers and directors have in the Business Combination?

A:
Our Sponsors and certain members of our Board and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:

the fact that our Initial Stockholders cannot redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

the fact that our Sponsors paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at $37,500,000 (based upon a $10.00 per share price for our Common Stock);

the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if we fail to complete an initial business combination by July 12, 2018;

the fact that our Sponsors paid an aggregate of $3,400,000 for their 340,000 private placement units and that such private placement units will be worthless if a business combination is not consummated by July 12, 2018;

the continued right of our Sponsors to hold our Common Stock and the shares of Common Stock to be issued to our Sponsors upon exercise of their private placement warrants following the Business Combination, subject to certain vesting restrictions and lock-up periods;

if the proceeds in the Trust Account are reduced below (i) $10.00 per public share or (ii) a lesser amount per public share as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets as a result of the failure to obtain a waiver of claims against the Trust Account from counterparties to contracts, and Mr. Meghji asserts that he is unable to satisfy his indemnification obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Mr. Meghji to enforce his indemnification obligations;

the anticipated continuation of certain members of our Board as directors of the post-combination company;

the continued indemnification of our existing directors and officers and the continuation of our directors' and officers' liability insurance after the Business Combination;

the fact that our Sponsors, officers and directors will lose their entire investment in us if an initial business combination is not consummated by July 12, 2018;

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    that, as described in the Charter Amendment Proposals and reflected in Exhibit B of Annex B, our current certificate of incorporation will be amended to exclude the Sponsors, Oaktree Capital and Seller and each of their respective successors, certain affiliates and each of their respective transferees from the definition of "interested stockholder," thereby permitting them to enter into business combinations without complying with Section 203 of the DGCL; and

    that, at the Closing we will (i) enter into the Registration Rights Agreement, which provides certain stockholders and their permitted transferees with registration rights and the Investor Rights Agreement, which provides that the Sponsors and Oaktree will each have certain veto rights and director nomination rights, and (ii) adopt amended and restated bylaws, which permit directors nominated by the Sponsors or Oaktree to call a special meeting of the Company's stockholders and contains certain super majority voting rights so long as the Investor Rights Agreement is in effect with respect to the Sponsors.

        These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination.

Q:
What happens if I vote against the Business Combination Proposal?

A:
If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of holders of a majority of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting, then the Business Combination Proposal will be approved and, assuming the approval of the Charter Amendment Proposals and the satisfaction or waiver of the other conditions to Closing, the Business Combination will be consummated in accordance with the terms of the Merger Agreement.

    If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination, we may try to complete a business combination with a different target business until July 12, 2018. If we fail to complete an initial business combination by July 12, 2018, then we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public stockholders.

Q:
Do I have redemption rights?

A:
If you are a holder of public shares, you may redeem your public shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), by (ii) the total number of then-outstanding public shares; provided that the Company will not redeem any shares of Common Stock issued in the IPO to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13d-3 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the public shares. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. Our Initial Stockholders, directors and officers have agreed to waive their redemption rights with respect to any shares of our Common Stock they may hold (other than any

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    public shares, in the case of Cantor Fitzgerald) in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $150,723,082 as of September 30, 2017, the estimated per share redemption price would have been approximately $10.05 on such date. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of taxes payable) in connection with the liquidation of the Trust Account, unless we complete an alternative business combination prior to July 12, 2018.

Q:
Can the Initial Stockholders redeem their Founder Shares in connection with consummation of the Business Combination?

A:
No. Our Initial Stockholders, officers and directors have agreed to waive their redemption rights with respect to any shares of Common Stock (other than any public shares, in the case of Cantor Fitzgerald) that they may hold in connection with the consummation of our Business Combination, which shares represent, in the aggregate, approximately 21.9% of our outstanding shares of Common Stock.

Q:
Is there a limit on the number of shares I may redeem?

A:
Yes. A public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13d-3 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 20% of the outstanding public shares. Accordingly, all shares in excess of the foregoing 20% threshold owned by such stockholder or group will not be redeemed for cash. On the other hand, a public stockholder or group that holds less than the foregoing 20% threshold may redeem all of the public shares held by such stockholder for cash.

    In no event is your ability to vote all of your shares (including those shares held by you in excess of the foregoing 20% threshold) for or against the Business Combination Proposal or any other proposal described in this proxy statement restricted.

Q:
Is there a limit on the total number of shares that may be redeemed?

A:
Yes. Our current certificate of incorporation provides that we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC's "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained in the Merger Agreement. Other than this limitation and the 20% threshold mentioned in the preceding question and answer, our current certificate of incorporation does not provide a specified maximum redemption threshold. In addition, the Merger Agreement provides that our obligation and the obligation of Seller and IEA Services to consummate the Business Combination is subject to the Available Cash Condition. In the event the aggregate cash consideration we would be required to pay for all shares of Common Stock that are validly submitted for redemption would cause us not to satisfy the Available Cash Condition, we may not complete the Business Combination or redeem any shares, all shares of Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate transaction.

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Q:
Will how I vote affect my ability to exercise redemption rights?

A:
No. You may exercise your redemption rights whether you vote your shares of Common Stock for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of NASDAQ.

Q:
How do I exercise my redemption rights?

A:
In order to exercise your redemption rights, you must (i) check the box on the enclosed proxy card to elect redemption, (ii) check the box on the enclosed proxy card marked "Stockholder Certification," (iii) if you hold public units, separate the underlying public shares and public warrants, and (iv) prior to [        ] on [        ] (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

    Please check the box on the enclosed proxy card marked "Stockholder Certification" if you are not acting in concert or as a "group" (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Common Stock. Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a "group" (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the public shares, which we refer to as the "20% threshold." Accordingly, all public shares in excess of the 20% threshold beneficially owned by a public stockholder or "group" (as defined in Section 13d-3 of the Exchange Act) will not be redeemed for cash.

    Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

    Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name", are required to either tender their certificates to our Transfer Agent prior to the date that is two business days prior to the Special Meeting, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company's (DTC) Deposit/Withdrawal At Custodian (DWAC) system, at such stockholder's option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder's election to redeem is irrevocable once the Business Combination is approved.

    There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will

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    typically charge a tendering broker a fee and it is in the broker's discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not we require stockholders seeking to exercise redemption rights to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?

A:
Whether the redemption is subject to U.S. federal income tax depends on the particular facts and circumstances. Please see the section entitled "Proposal No. 1—Approval of the Business Combination—Certain United States Federal Income Tax Considerations for Stockholders Exercising Redemption Rights." We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:
If I am a Company warrant holder, can I exercise redemption rights with respect to my public warrants?

A:
No. The holders of our public warrants have no redemption rights with respect to such public warrants.

Q:
Do I have appraisal rights if I object to the proposed Business Combination?

A:
No. Appraisal rights are not available to holders of our Common Stock in connection with the Business Combination.

Q:
What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:
If the Business Combination is consummated (which consummation is subject to, among other things, satisfaction or waiver of the Available Cash Condition), the funds held in the Trust Account will be used to: (i) pay the Cash Consideration payable to Seller pursuant to the Merger Agreement; (ii) pay Company stockholders who properly exercise their redemption rights; (iii) pay Transaction Expenses; (iv) repay certain outstanding indebtedness of IEA, if any; and (v) pay for the operating and other expenses of the post-combination company.

Q:
What happens if the Business Combination is not consummated?

A:
There are certain circumstances under which the Merger Agreement may be terminated. Please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Merger Agreement—Termination" for information regarding the parties' specific termination rights.

    If we do not consummate the Business Combination, we may try to complete a business combination with a different target business until July 12, 2018. If we fail to complete an initial business combination by July 12, 2018, then we will: (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish our public stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is

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    possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the IPO. Please see the section entitled "Risk Factors—Risks Related to the Company and the Business Combination."

    Holders of our Founder Shares and private placement shares have waived any right to any liquidation distribution with respect to such Founder Shares and private placement shares. In addition, if we fail to complete a business combination by July 12, 2018, there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.

Q:
When is the Business Combination expected to be completed?

A:
The Closing is expected to take place on or prior to the second business day following the satisfaction or waiver of the conditions described below in the subsection entitled "Proposal No. 1—Approval of the Business Combination—Conditions to Closing of the Business Combination." The Closing is expected to occur in the first half of 2018. The Merger Agreement may be terminated by the Company or Oaktree if the Closing has not occurred by April 30, 2018.

    For a description of the conditions to the completion of the Business Combination, see the section entitled "Proposal No. 1—Approval of the Business Combination—Conditions to Closing of the Business Combination."

Q:
What do I need to do now?

A:
You are urged to read carefully and consider the information contained in this proxy statement, including the Annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:
How do I vote?

A:
If you were a holder of record of our Common Stock on [        ], the record date for the Special Meeting, you may vote with respect to the proposals in person at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

    Voting by Mail.    By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [        ] on [        ].

    Voting in Person at the Meeting.    If you attend the Special Meeting and plan to vote in person, we will provide you with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with

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    instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you will need to bring to the Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled "Special Meeting of Company Stockholders" beginning on page 104 of this proxy statement.

Q:
What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:
At the Special Meeting, we will count a properly executed proxy marked "ABSTAIN" with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention will have the same effect as a vote "AGAINST" the Charter Amendment Proposals, while only an abstention (and not a failure to vote) will have the same effect as a vote "AGAINST" the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:
Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted "FOR" each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:
If I am not going to attend the Special Meeting in person, should I return my proxy card instead?

A:
Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:
If my shares are held in "street name," will my broker, bank or nominee automatically vote my shares for me?

A:
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders at this Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a "broker non-vote." Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide.

Q:
May I change my vote after I have mailed my signed proxy card?

A:
Yes. You may change your vote by sending a later-dated, signed proxy card to our Secretary at the address listed below so that it is received by our Secretary prior to the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Special Meeting.

Q:
What should I do if I receive more than one set of voting materials?

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A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:
Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

A:
The Company will pay the cost of soliciting proxies for the Special Meeting. The Company has engaged Morrow to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Morrow a fee of $25,000, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the Company's Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Company's Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:
Who can help answer my questions?

A:
If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

c/o M-III Partners, LP
3 Columbus Circle
New York, New York 10019
Attention: Investor Relations
Facsimile: (212) 531-4532
Email: IR@miiipartners.com

    You may also contact our proxy solicitor at:

Morrow Sodali
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: GRSH.info@morrowco.com

    To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.

    You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled "Where You Can Find More Information."

    If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question "How do I

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    exercise my redemption rights?" If you have questions regarding the certification of your position or delivery of your stock, please contact our Transfer Agent:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT

        This summary highlights selected information contained in this proxy statement and does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the Annexes and accompanying financial statements of the Company and IEA, to fully understand the proposed Business Combination (as described below) before voting on the proposals to be considered at the Special Meeting (as described below). Please see the section entitled "Where You Can Find More Information" beginning on page 290 of this proxy statement.

        Unless otherwise specified, all share calculations assume (i) no exercise of redemption rights by the Company's public stockholders, (ii) no inclusion of any shares of Common Stock issuable upon the exercise of the Company's warrants, (iii) inclusion of both vested Founder Shares and Unvested Founder Shares, (iv) 10,000,000 shares of Common Stock are issued to Seller at Closing, (v) the Company does not issue any additional Common Stock or preferred stock of the Company between the date of the Merger Agreement and the Closing Date and (vi) no issuance of any shares under the Incentive Plan.

Parties to the Business Combination

    The Company

        The Company is a blank check company incorporated on August 4, 2015 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

        Our publicly-traded common stock and warrants are currently listed on NASDAQ under the symbols "MIII" and "MIIIW," respectively. We intend to apply to continue the listing of our publicly-traded common stock and warrants on NASDAQ under the symbols "IEA" and "IEAW," respectively, upon the Closing. Our units are currently listed on NASDAQ under the symbol, "MIIIU" and, upon Closing such units shall trade only as their constituted parts, with Common Stock trading under the symbol, "IEA" and warrants trading under the symbol, "IEAW."

        The mailing address of the Company's principal executive office is c/o M-III Partners, LP, 3 Columbus Circle, New York, New York 10019.

    Merger Sub I and Merger Sub II

        Each of Merger Sub I and Merger Sub II is a wholly-owned subsidiary of the Company formed by the Company on October 18, 2017 to consummate the Business Combination. In the Business Combination, Merger Sub I will merge with and into IEA Services with IEA Services surviving such merger and, immediately thereafter, this surviving entity will merge with and into Merger Sub II, with Merger Sub II surviving such merger as an indirect, wholly-owned subsidiary of the Company.

        The mailing address of each of Merger Sub I's and Merger Sub II's principal executive office is c/o M-III Partners, LP, 3 Columbus Circle, New York, New York 10019.

    Seller

        Seller is a holding company established by Oaktree to acquire and manage industry leading companies delivering infrastructure solutions for the renewable energy, traditional power and civil infrastructure industries. Seller is owned by funds managed by Oaktree Capital and the IEA management team. Seller was formed by Oaktree in 2011 in connection with its acquisition of White Construction, a leading U.S. EPC firm that had established itself with an early presence in the utility-scale, wind farm construction industry. IEA Services is a wholly-owned subsidiary of Seller.

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    Oaktree Capital

        Oaktree Capital is a leader among global investment managers specializing in alternative investments, with approximately $100 billion in assets under management as of September 30, 2017. Oaktree Capital's Power Opportunity group focuses on growing successful companies in the power, energy and infrastructure sectors.

    IEA Services

        IEA is a leading U.S. provider of infrastructure solutions for the renewable energy, traditional power and civil infrastructure industries. Currently, IEA is primarily focused on the wind energy industry, where it specializes in providing complete EPC services throughout the U.S. IEA is one of three Tier 1 providers in the wind energy industry and has completed more than 190 wind and solar projects in 35 states, including more than 14 GW of wind energy generating capacity and more than 700 MW of utility-scale, solar generating capacity. The services IEA provides include the design, site development, construction, installation and restoration of infrastructure. As of September 30, 2017, IEA believes that it has the #1 U.S. market share among EPC's for wind. IEA believes it has the ability to continue to grow its wind energy industry business as the industry grows and that it is well-positioned to leverage its expertise and relationships to provide infrastructure solutions in other areas, including the solar energy industry, the traditional power generation industry and civil infrastructure.

        IEA has a scalable workforce, with more than 2,000 peak employees. IEA intends to broaden its solar, power generation, and civil infrastructure capabilities and geographic presence and to expand the services it provides within its existing business areas. IEA expects that this growth will come through initiatives for organic growth and through acquisitions as it deepens its capabilities and service offerings in its existing businesses, expands geographically, and enters new sectors that are synergistic with its existing capabilities or product offerings.

        For more information about IEA, please see the sections entitled "Information About IEA," "IEA's Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Management after the Business Combination."

The Business Combination Proposal

        On November 3, 2017, the Company entered into the Agreement and Plan of Merger, by and among the Company, IEA Services, Merger Sub I, Merger Sub II, Seller, Oaktree, solely in its capacity as the representative of Seller, and, solely for purposes of certain sections therein, the Sponsors. The Merger Agreement provides that, among other things, Merger Sub I will merge with and into IEA Services with IEA Services surviving such merger and, immediately thereafter, this surviving entity will merge with and into Merger Sub II with Merger Sub II surviving such merger as an indirect, wholly-owned subsidiary of the Company. For more information about the transactions contemplated in the Merger Agreement, please see the section entitled "Proposal No. 1—Approval of the Business Combination." A copy of the Merger Agreement and Amendment No. 1 are attached to this proxy statement as Annex A and Annex B, respectively.

Consideration to Seller in the Business Combination

        The amount of merger consideration payable at Closing to Seller (the "Estimated Merger Consideration") will be the sum of (i) $235,000,000, plus (ii) the amount of cash and cash equivalents held by IEA as of the Adjustment Time, plus (iii) any Working Capital Overage, less (iv) any Working Capital Underage, less (v) the amount outstanding, if any, under the existing credit facility, less (vi) certain indebtedness and other obligations of IEA being assumed by the Company at Closing, less (vii) the amount of tax liabilities incurred in connection with the transfer by IEA of certain real

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property located in Clinton, Indiana, less (viii) certain payments to Oaktree as a reserve for expenses to be incurred by it in its capacity as Seller's representative.

        The Estimated Merger Consideration will be paid to Seller in a combination of cash, shares of Common Stock and shares of Series A Preferred Stock. The amount of cash consideration (the "Cash Consideration") payable to Seller will be the sum of (a) $100,000,000, plus (b) the sum of (i) the amount of cash and cash equivalents held by IEA as of the Adjustment Time, (ii) any Working Capital Overage, and (iii) an amount equal to the proceeds of any issuances of preferred stock of the Company and/or Common Stock between the date of the Merger Agreement and the Closing Date, up to $35,000,000, less (c) the sum of (i) any Working Capital Underage, (ii) the amount outstanding, if any, under the existing credit facility, (iii) any portion of the indebtedness assumed by the Company at Closing required by the terms thereof to be repaid as of the Closing and not so prepaid prior to the Adjustment Time, (iv) the amount by which the indebtedness of IEA assumed by the Company at Closing (other than any indebtedness to the extent included in clauses (ii), (iii), (v), (vi) or (vii)) exceeds $1,000,000, (v) the amount by which capitalized lease obligations of IEA exceed $20,000,000 in the aggregate, (vi) the amount of any accrued and unpaid taxes of IEA for the pre-Closing tax periods, (vii) without duplication to (vi), the amount of tax liabilities incurred in connection with the sale by IEA of certain real property located in Clinton, Indiana, and (viii) the amount paid to Oaktree as a reserve for expenses to be incurred by it in its capacity as representative of Seller. The remainder of the consideration to be paid to Seller at Closing (i.e., the Estimated Merger Consideration less the Cash Consideration) will be stock consideration split 74.1% in the form of Common Stock and 25.9% in the form of Series A Preferred Stock, subject to the adjustments described below. For purposes of determining the number of shares of Common Stock issuable with respect to the portion of the consideration payable in Common Stock, the Common Stock will be valued at $10.00 per share. The relative allocation of the consideration as among cash, Common Stock and Series A Preferred Stock will be further adjusted by the Co-Investment Adjustment and Common Stock Adjustments.

        Assuming no adjustments are made pursuant to the provisions of the Merger Agreement described above, the consideration payable to Seller at Closing would be comprised of $100,000,000 of cash, 10,000,000 shares of Common Stock and $35,000,000 in initial stated value of Series A Preferred Stock.

        Under the Merger Agreement, Seller may be entitled to receive up to an additional 9,000,000 Earn-Out Shares if certain targets are met with respect to IEA EBITDA for the 2018 fiscal year and/or 2019 fiscal year. For more information about the consideration payable to Seller, please see the section entitled "Proposal No. 1—Approval of the Business Combination."

Related Agreements

Certificate of Designation

        The Board will approve and adopt the Certificate of Designation, pursuant to which the designations, powers and preferences as well as the relative, participating, optional and other special rights of the Series A Preferred Stock and any qualifications, limitations and restrictions thereof will be established. The rights of the holders of the Series A Preferred Stock include, among others, the receipt of dividends payable in cash on a quarterly basis and which accrue on the stated value of the Series A Preferred Stock on a daily basis at a rate that is (a) 6% per annum during the period from the Closing until the date that is 18 months from the Closing and (b) 10% per annum during the period from and after the 18 month anniversary of Closing; provided that this dividend rate will increase by 2% per annum in the event of a non-payment of dividends when due, a failure to redeem the Series A Preferred Stock when required pursuant to the terms of the Certificate of Designation or material default under the Certificate of Designation as further specified in the Certificate of Designation (each, an "Event of Default"). Pursuant to the terms and conditions of the Certificate of Designation, all or some of the shares of Series A Preferred Stock will be redeemed by the Company

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at a price per share equal to the stated value of such share of Series A Preferred Stock plus any accrued but unpaid dividends upon (i) an event which constitutes a change of control, (ii) a qualifying sale of equity or (iii) a significant disposition of assets or businesses of the Company outside the ordinary course of business, in each case as further described in the Certificate of Designation. The holders of Series A Preferred Stock may elect to cause the Company to convert the Series A Preferred Stock to Common Stock (x) at any time on or after the third anniversary of Closing or (y) at any time on or after an Event of Default until such Event of Default is cured by the Company. The conversion rate will be based on the volume-weighted average price per share of Common Stock for the 30 consecutive trading days ended on the trading day immediately prior to the date of conversion. However, if an Event of Default has occurred and not been cured the applicable conversion rate will be 90% multiplied by the volume-weighted average price per share of Common Stock for the 30 consecutive trading days ended on the trading day immediately prior to the date of conversion. In addition, the holders of the Series A Preferred Stock will not have any preemptive rights or voting rights of stockholders. Subject to certain exceptions, while any Series A Preferred Stock is outstanding, (a) no dividends to or redemptions of any shares that rank junior to the Series A Preferred Stock may be made by the Company and (b) no dividends to or redemptions of any shares that rank pari passu with the Series A Preferred Stock may be made by the Company, unless such dividends or redemptions are made proportionately with the Series A Preferred Stock. Subject to certain exceptions, among other actions, the authorization or issuance by the Company of any shares that rank senior to or pari passu with the Series A Preferred Stock and the incurrence of certain indebtedness by the Company will require the consent of Oaktree, in its capacity as the representative of the holders of Series A Preferred Stock. The holders of the Series A Preferred Stock may transfer the Series A Preferred Stock to any person or entity other than a competitor of the Company as defined in the Certificate of Designation.

Founder Shares Amendment Agreement

        At Closing, the Sponsors and two of our directors, who collectively hold all of the outstanding Founder Shares, will enter into a Founder Shares Amendment Agreement, pursuant to which they will agree that an aggregate of 1,874,999 shares of Common Stock (representing approximately 50% of the outstanding Founder Shares) will be subject to vesting, half of which will vest on the first day upon which the closing sale price of the Common Stock on NASDAQ has equaled or exceeded $12.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading day period in a 30 consecutive day trading period and the other half of which will vest on the first day upon which the closing sale price of the Common Stock on NASDAQ has equaled or exceeded $14.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading day period in a 30 consecutive day trading period. Prior to vesting, the Unvested Founder Shares may not be transferred other than to certain permitted transferees but such Unvested Founder Shares will continue to be beneficially owned by such persons for all purposes, including voting; provided that any dividends paid on Unvested Founder Shares shall be withheld until such time as such Unvested Founder Shares vest and will be forfeited in the event the Unvested Founder Shares are forfeited. On or prior to the tenth anniversary of the Closing, vesting of such Unvested Founder Shares will accelerate upon specified events, including a change of control or liquidation of the Company that results in all of the Company's stockholders having the right to exchange their Common Stock for consideration in cash, securities or other property which equals or exceeds $10.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like). Unvested Founder Shares that have not vested on or prior to the tenth anniversary of the Closing Date will be forfeited.

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Investor Rights Agreement

        At Closing, the Company will enter into an Investor Rights Agreement with the Sponsors (and any affiliated transferees of the Sponsors' Common Stock or warrants who become party to the Investor Rights Agreement), on the one hand, and with Seller (and any affiliated transferees of Seller's Common Stock who become party to the Investor Rights Agreement, together with Seller, the "Selling Stockholders")) and Oaktree, in its capacity as the representative of the Selling Stockholders, on the other hand. Pursuant to the Investor Rights Agreement, each of Seller and any affiliated transferee thereof, grants to Oaktree a power of attorney to vote such person's Common Stock and to act on such person's behalf under the Investor Rights Agreement.

        Pursuant to the terms of the Investor Rights Agreement, each of Oaktree, on the one hand, and the Sponsors, on the other hand, will have consent rights over certain matters for so long as the Selling Stockholders or the Sponsors, respectively, directly or indirectly, beneficially own at least fifty percent (50%) of the Common Stock (including Unvested Founder Shares in the case of the Sponsors) beneficially owned by the Selling Stockholders or the Sponsors, respectively, as of the Closing Date, including:

    entering into, waiving, amending or otherwise modifying the terms of any transaction or agreement between the Company or any of its subsidiaries, on the one hand, and (a) the Sponsors or their affiliates or any affiliate of the Company, on the other hand (in the case of Oaktree) other than the exercise of any rights under certain existing agreements (without giving effect to any subsequent amendments); or (b) certain Selling Stockholders, Oaktree or their affiliates (in the case of the Sponsors), subject to certain exceptions, and other than the exercise of any rights under certain existing agreements (without giving effect to any subsequent amendments);

    hiring or removing the Chief Executive Officer or any other executive officer of the Company or its subsidiaries; or

    except as contemplated by the Investor Rights Agreement, increasing or decreasing the size of the Board.

        The Company will agree with the Sponsors and the Company will agree with Oaktree that the Company will take all reasonable actions within its control to cause the Board following the Closing Date to be comprised of seven directors, who shall be divided into three (3) classes of directors in accordance with the terms of the proposed certificate of incorporation and that the initial board shall be composed as described in this proxy statement under Proposal No. 3. The Sponsors and Oaktree will also have ongoing rights to nominate one or two directors, depending on the ownership interests of the Sponsors and the Selling Stockholders, respectively, and, in the case of an increase in the size of the Board or an increase in their respective ownership percentage, additional directors proportional to their respective ownership. For more information about the Investor Rights Agreement, please see the section entitled "Proposal No. 1—Approval of the Business Combination—Related Agreements—Investor Rights Agreement."

Registration Rights Agreement

        Seller and the Initial Stockholders and their respective transferees will be granted certain rights pursuant to the Registration Rights Agreement. The Company has agreed to use reasonable best efforts to file and make effective as soon as practicable, a shelf registration statement for the resale of the Common Stock and warrants held by the parties to the Registration Rights Agreement, subject to certain conditions. Certain of the parties to the Registration Rights Agreement will have customary demand registration rights at any time the shelf registration statement referred to in the preceding sentence is not effective, and all of the parties will have certain "piggyback" registration rights with

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respect to registration statements filed subsequent to the Business Combination. Seller will agree under the Registration Rights Agreement that the shares of Common Stock it receives at Closing will not be transferable, assignable or salable by it (in each case, subject to certain agreed exceptions) until the date which is 180 days after the Closing. For more information, see "Description of Securities—Registration Rights Agreement".

Voting Agreement

        The Sponsors have entered into a voting agreement, dated as of November 3, 2017, with Seller, pursuant to which they have agreed, among other things, (i) not to transfer prior to the Closing Date the Common Stock owned beneficially or of record by such Sponsors, (ii) to cause all securities of the Company owned beneficially or of record by such Sponsors to be counted for purposes of calculating a quorum at the Special Meeting and to vote all such securities in favor of the proposals described in this proxy statement, (iii) not to elect to have the Company redeem any Common Stock owned by such Sponsors, (iv) not to solicit or engage in discussions with respect to an alternative business combination transaction and (v) to vote all securities of the Company owned beneficially or of record by such Sponsors against any such alternative business combination transaction. For more information, see Annex D for the full text of the Voting Agreement.

Incentive Plan

        Our Board has approved the Incentive Plan, subject to stockholder approval of the Incentive Plan at the Special Meeting. The Incentive Plan is intended to help the Company (i) attract and retain key personnel by providing them the opportunity to acquire an equity interest in the Company or other incentive compensation measured by reference to the value of Common Stock and (ii) align the interests of key personnel with those of the Company's stockholders by granting options, stock appreciation rights, restricted stock awards, restricted stock unit awards and/or other stock-based awards consistent with the terms of the Incentive Plan. For more information about the Incentive Plan, please see the section entitled "Proposal No. 7—Approval of the Incentive Plan, Including the Authorization of the Initial Share Reserve under the Incentive Plan and Also for Purposes of Complying with Section 162(m) of the Code—Description of the Incentive Plan."

Organizational Structure

        The following diagram, which is subject to change based upon any redemptions by the Company's current public stockholders in connection with the Business Combination, illustrates the ownership structure of the post-combination company immediately following the Business Combination. An

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intermediate holding company will be inserted between the Company and IEA Services to facilitate financing arrangements.

GRAPHIC

Redemption Rights

        Pursuant to our current certificate of incorporation, holders of public shares may elect to have their public shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), by (ii) the total number of then-outstanding public shares; provided that the Company will not redeem any public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. As of September 30, 2017, this would have amounted to approximately $10.05 per share. Notwithstanding the foregoing, a holder of public shares, together with any affiliate of him or her or any other person with whom he or she is acting in concert or as a "group" (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the public shares.

        If a holder exercises its redemption rights, then such holder will be exchanging its shares of our Common Stock for cash and will no longer own shares of the post-combination company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section entitled "Special Meeting of Company Stockholders—Redemption Rights" for the procedures to be followed if you wish to redeem your shares for cash.

Impact of the Business Combination on the Company's Public Float

        It is anticipated that, upon completion of the Business Combination: (i) the Company's public stockholders will own approximately 51.4% of the post-combination company's outstanding Common

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Stock; (ii) our Initial Stockholders (including our Sponsors) will own approximately 14.4% of the post-combination company's outstanding Common Stock and (iii) Seller will own approximately 34.2% of the post-combination company's outstanding Common Stock. These ownership percentages take into account both vested Founder Shares and Unvested Founder Shares and assume that no shares of Common Stock are elected to be redeemed by the Company's public stockholders, 10,000,000 shares of Common Stock are issued to Seller at Closing, the Company does not issue any additional Common Stock between the date of the Merger Agreement and the Closing Date. The above-stated ownership percentages with respect to the post-combination company do not take into account (a) warrants that will remain outstanding immediately following the Business Combination or (b) the issuance of any shares under the Incentive Plan, a copy of which is attached to this proxy statement as Annex C. If the actual facts are different than these assumptions (which they are likely to be), the ownership percentage retained by the Company's public stockholders in the post-combination company will be different from the above-stated ownership percentage.

        The following table illustrates varying ownership levels in the Company, assuming varying levels of redemptions by the Company's public stockholders:(1)

 
  No
Redemptions
  Maximum
Redemptions
 

The Company's public stockholders

    51.4 %   41.2 %

Initial Stockholders

    14.4 %   17.4 %

IEA Parent

    34.2 %   41.4 %

    100 %   100 %

(1)
This table, other than the maximum redemption scenario wherein 5,047,974 shares of Common Stock are redeemed, reflects the assumptions as set forth in the preceding paragraph.

The Charter Amendment Proposals

        Upon the Closing, our current certificate of incorporation will be amended promptly to reflect the Charter Amendment Proposals to:

    authorize an additional 65,000,000 shares of Common Stock (Proposal No. 2);

    provide for the classification of our Board into three classes of directors with staggered terms of office and to make certain related changes (Proposal No. 3);

    change the stockholder vote required to amend certain provisions of the post-combination company's proposed certificate of incorporation and bylaws (Proposal No. 4);

    elect not to be governed by Section 203 of the DGCL and, instead, include a provision in our certificate of incorporation that is substantially similar to Section 203 of the DGCL, but excludes the Sponsors, Oaktree Capital and Seller and each of their respective successors, certain affiliates and each of their respective transferees from the definition of "interested stockholder," and to make certain related changes (Proposal No. 5); and

    provide for certain additional changes, including but not limited to changing the post-combination company's corporate name from "M III Acquisition Corp." to "Infrastructure and Energy Alternatives, Inc." and eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company (Proposal No. 6).

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        Please see the sections entitled "Proposal No. 2—Approval of Amendments to Current Certificate to Authorize Additional Shares of Common Stock," "Proposal No. 3—Classification of the Board of Directors," "Proposal No. 4—Approval of Amendments to Current Certificate to Change the Stockholder Vote Required to Amend the Certificate of Incorporation and Bylaws of the Company," "Proposal No. 5—Approval of Amendments to Current Certificate to Elect Not to be Governed by Section 203 of the DGCL," and "Proposal No. 6—Approval of Additional Amendments to Current Certificate in Connection with the Business Combination" for more information.

Other Proposals

        In addition, the stockholders of the Company will be asked to vote on:

    a proposal to approve and adopt the Incentive Plan, a copy of which is attached to this proxy statement as Annex C, including the authorization of the initial share reserve under the Incentive Plan and also for purposes of complying with Section 162(m) of the Code (Proposal No. 7); and

    a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Charter Amendment Proposals (which proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal and the Charter Amendment Proposals) (Proposal No. 8).

        Please see the sections entitled "Proposal No. 7—Approval of the Incentive Plan, Including the Authorization of the Initial Share Reserve under the Incentive Plan and Also for Purposes of Complying with Section 162(m) of the Code" and "Proposal No. 8—The Adjournment Proposal" for more information.

Date, Time and Place of Special Meeting

        The Special Meeting will be held on [  ] at [  ] local time at [  ], or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

        Only Company stockholders of record at the close of business on [  ], the record date for the Special Meeting, will be entitled to vote at the Special Meeting. You are entitled to one vote for each share of Common Stock that you owned as of the close of business on the record date. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 19,210,000 shares of Common Stock outstanding and entitled to vote, of which 15,000,000 are public shares and 4,210,000 are Founder Shares and private placement shares held by our Initial Stockholders.

Accounting Treatment

        The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, the Company will be treated as the "acquired" company for financial reporting purposes. This determination was primarily based on IEA's operations comprising substantially all of the ongoing operations of the post-combination company, IEA's senior management comprising substantially all of the senior management of the post-combination company and the existence of a large majority voting interest in the Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of IEA issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company will be stated

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at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be the historical operations of IEA.

Appraisal Rights

        Appraisal rights are not available to our stockholders in connection with the Business Combination.

Proxy Solicitation

        Proxies may be solicited by mail. The Company has engaged Morrow to assist in the solicitation of proxies.

        If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled "Special Meeting of Company Stockholders—Revoking Your Proxy."

Interests of Certain Persons in the Business Combination

        In considering the recommendation of our Board to vote in favor of the Business Combination, stockholders should be aware that aside from their interests as stockholders, our Sponsors and certain members of our Board and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, negotiating the Merger Agreement and other transaction agreements, and recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination.

        These interests include, among other things:

    the fact that our Initial Stockholders may not redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

    the fact that our Sponsors paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at $37,500,000 (based upon a $10.00 per share price for our Common Stock);

    the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if we fail to complete an initial business combination by July 12, 2018;

    the fact that our Sponsors paid an aggregate of $3,400,000 for their 340,000 private placement units and that such private placement units will be worthless if a business combination is not consummated by July 12, 2018;

    the continued right of our Sponsors to hold our Common Stock and the shares of Common Stock to be issued to our Sponsors upon exercise of their private placement warrants following the Business Combination, subject to certain vesting restrictions and lock-up periods;

    if the proceeds in the Trust Account are reduced below (i) $10.00 per public share or (ii) a lesser amount per public share as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets as a result of the failure to obtain a waiver of claims against the Trust Account from counterparties to contracts, and Mr. Meghji asserts that he is unable to satisfy his indemnification obligations or that he has no indemnification obligations

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      related to a particular claim, our independent directors would determine whether to take legal action against Mr. Meghji to enforce his indemnification obligations;

    the anticipated continuation of certain members of our Board as directors of the post-combination company;

    the continued indemnification of our existing directors and officers and the continuation of our directors' and officers' liability insurance after the Business Combination;

    the fact that our Sponsors, officers and directors will lose their entire investment in us if an initial business combination is not consummated by July 12, 2018;

    that, as described in the Charter Amendment Proposals and reflected in Exhibit B of Annex B, our current certificate of incorporation will be amended to exclude the Sponsors, Oaktree Capital and Seller and each of their respective successors, certain affiliates and each of their respective transferees from the definition of "interested stockholder," thereby permitting them to enter into business combinations without complying with Section 203 of the DGCL; and

    that, at the Closing we will (i) enter into the Registration Rights Agreement, which provides certain stockholders and their permitted transferees with registration rights and the Investor Rights Agreement, which provides that the Sponsors and Oaktree will each have certain veto rights and director nomination rights, and (ii) adopt amended and restated bylaws, which permit directors nominated by the Sponsors or Oaktree to call a special meeting of the Company's stockholders and contains certain super-majority voting rights so long as the Investor Rights Agreement is in effect with respect to the Sponsors.

Reasons for the Approval of the Business Combination

        In approving the Merger Agreement and the Business Combination and recommending that our stockholders approve the Merger Agreement and the Business Combination, our Board considered the following positive factors, although not weighted or in any order of significance:

        Strong margins and cash flow characteristics.    We believe IEA's margins are attractive in comparison to its peers. IEA expects to have approximately a 10% EBITDA margin from continuing operations for fiscal year 2017. See Proposal No. 1—Approval of the Business Combination—Certain Company Projected Financial Information." IEA benefits from an efficient operating model, experienced estimating staff and robust project controls. IEA's strong cash flow generation, negative working capital and low capital expenditures have resulted in significant free cash flow generation that is expected to enable IEA to strategically pursue accretive acquisitions.

        Favorable valuation.    The purchase price payable in the Business Combination represents a multiple of 5.6x estimated Adjusted EBITDA for fiscal year 2017 (as compared to 8.4x IEA's peer group average for estimated Adjusted EBITDA for fiscal year 2017 (calculated as of October 26, 2017)) and 4.3x estimated EBITDA for fiscal year 2018 (as compared to 7.3x IEA's peer group average for estimated EBITDA for fiscal year 2018 (calculated as of October 26, 2017)). The implied enterprise value of $293,350,000 assigned to the Business Combination represents a multiple of 5.6x estimated 2017 Adjusted EBITDA for fiscal year 2017. For a reconciliation of Adjusted EBITDA to net income and discussion of the selected peer group, see Proposal No. 1—Approval of the Business Combination—Certain Company Projected Financial Information."

        Margin and revenue enhancement opportunities.    We believe that IEA has a number of opportunities to increase its revenue and enhance its margins. Revenue opportunities include expansion into a number of adjacencies to its core business and margin opportunities include "in-sourcing" certain construction activities that IEA has traditionally sub-contracted to others. During 2017, IEA enhanced its capacities to undertake these revenue and margin opportunities, including through hiring certain key

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personnel. We believe that IEA possesses the business relationships, personnel and expertise to realize financial benefits from this investment during 2018 and beyond.

        Market leading renewables EPC platform.    IEA is a leading EPC company with an established customer base of blue chip energy companies. IEA estimates that it holds the #1 market share in wind energy construction in the United States, which management believes provides it with a key competitive advantage due to significant barriers to entry in the wind energy construction sector. We believe that IEA's strong relationships with customers and OEM vendors, specialized equipment, experienced construction teams and track record for on-time delivery provide it with a competitive advantage in winning new projects that is difficult to replicate.

        Growth potential in the renewable power generation market.    The U.S. Department of Energy estimates that wind generation capacity will double between 2017 and 2023 as projects are fast tracked to take advantage of current production tax credits, with industry reports showing that equipment was pre-purchased during 2016 for approximately 60 GW of new wind generating capacity which must be completed by the end of 2019 in order to benefit from the production tax credit incentives. The construction work required to build this 60 GW of new capacity is projected to create record levels of demand for construction of wind generation capacity through 2019. The strong demand is expected to continue thereafter, as the U.S. Department of Energy estimates that renewables will grow from 29% of U.S. generating capacity in 2016 to over 40% of all U.S. capacity by 2030. The projected long-term growth of renewables is not driven by tax incentives, but rather by lower, unsubsidized cost of renewable energies over the lifetime of the generating assets (even without giving effect to tax credits), replacement of fossil and nuclear power plants, the increased focus on sustainable energy by corporations and State renewables mandates.

        Experienced management team.    The members of IEA's senior management have an average of over 20 years of experience in the EPC sector and in construction of renewable energy generation infrastructure. They have a track record for successfully managing the business of IEA and have shown consistent improvement in a number of key metrics, including margins, market share and safety. The senior management team of IEA also has strong relationships with its customer base and OEM vendors, as well as good relations with employees.

        Growing backlog provides visibility.    IEA has approximately $1.0 billion of backlog as of November 10, 2017, which includes uncompleted portions of existing contracts, including new contracts under which work has not begun and awarded contracts for which the definitive project documentation is being prepared, as well as revenue from change orders and renewal options ("backlog"). This backlog provides strong visibility into financial performance over the next two years. As of November 20, 2018, IEA also has a pipeline of more than $2.5 billion of incremental revenue opportunities for 2018. This backlog is the largest in IEA's history and accounts for approximately 60% of IEA's total construction capacity for 2018.

        Cost-effective means of generating electricity.    Improvements in technology and productivity have significantly reduced the unsubsidized, levelized cost of production for wind and solar energy generation in recent years and the U.S. Department of Energy has reported that wind and solar (together with combined cycle gas generation) now provide the lowest levelized cost of production of all customary energy generation sources—even without tax benefits.

        Project and financial and safety controls.    IEA has implemented a system of project controls and financial controls that is intended to minimize risk of negative variances from approved project budgets and timelines. Management believes that these systems have proven effective for IEA and have been a significant factor in IEA's improvement in margins and absence of project losses in the United States over the past five years. IEA also has developed a culture throughout all levels of its organization which is focused heavily on safety and, as a result, has what it believes to be the best safety record

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among its peer group. We believe IEA's track record in project, financial and safety controls provides it with a competitive advantage in its industry.

        State and corporate renewables mandates.    Currently, nearly 40 states, as well as the District of Columbia and four territories, have adopted renewable portfolio standards or goals. Additionally, a growing number of major corporations have implemented voluntary renewable energy targets. These two factors have become significant drivers of renewable energy purchases and production which are helping to drive incremental growth in the sector.

        Opportunities for both organic growth and expansion through acquisitions.    We believe IEA has several growth opportunities available to it, including increasing its in house high-voltage electrical capabilities and continuing to build its presence in the utility-scale solar market. In addition, we believe IEA will be well positioned to capitalize on acquisition opportunities both in its current markets and adjacent markets.

        Our board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including the following:

        Limited track record of acquiring and integrating businesses.    The business plan for the Company and IEA following consummation of the Business Combination contemplates expansion of the business through, among other things, acquisitions. Our Board considered IEA's limited track record of completing and integrating acquisitions, but believes that the Sponsors and Oaktree have sufficient experience and resources to provide support for these activities.

        Limited public float and small market cap.    Immediately following the Closing, the Company expects to have 29,210,000 shares of its Common Stock outstanding with a common equity value of $292,100,000 (based on a $10.00 per share price). Approximately 48.6% of the outstanding equity will be owned by Seller and our Sponsors (assuming no redemptions by the Company's public stockholders and without giving effect to the Earn-out Shares). Our Board considered this factor, but believes that the growth plan for the Company and IEA following the Business Combination will enhance equity value and expand the public float. For more information, please see the section entitled "Summary of the Proxy Statement—Impact of the Business Combination on the Company's Public Float."

        Phase out of production tax credits.    Under current tax law, the federal renewable electricity production tax credit declines gradually until it expires in 2020, after which developers of renewable energy will have four years in which to complete construction of outstanding projects. Many companies began wind construction projects in 2016 and 2017 to benefit from this four-year safe harbor and it is anticipated that additional projects will be commenced during 2018 and 2019. Similarly, the investment tax credit regime for solar projects was extended through 2019 but then declines gradually to 2022. Our board of directors considered this risk, but believes that the expiration of these tax credits has accelerated demand, creating revenue generating opportunities in the near term, and that in the long term, wind and solar will continue to be lower cost alternatives to traditional fuel sources, even without the inclusion of tax incentives.

        Minimum Cash Requirement.    The closing of the transaction is subject to the Available Cash Condition. Our Board considered the risk that, if a large number of our stockholders elect to have us redeem their shares, this condition may not be satisfied. See "Risk Factors—Risks Relating to the Redemption".

        Changing federal policies.    Over the past year, federal government policies have deemphasized renewable energy, while seeking to create incentives for the continued operation of fossil fuel and nuclear generating capacity. Our board of directors considered the risk that such policies could have an adverse impact upon IEA, but believes that the potential impact of state renewables mandates,

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corporate renewables targets, improved efficiency and cost-effectiveness of renewables generation is likely to have a greater positive impact upon IEA.

        For more information about our decision-making process, please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Company's Board of Director's Reasons for the Approval of the Business Combination."

Conditions to Closing of the Business Combination

    Conditions to Each Party's Obligations

        The respective obligations of the Company, IEA Services and Seller to consummate the Business Combination, are subject to the following conditions: (i) there is an absence of certain injunctions or orders issued by any governmental authority or court of competent jurisdiction, (ii) the completion of required filings and expiration of applicable waiting periods under the HSR Act, (iii) the approval of the Business Combination by the stockholders of the Company and (iv) the Available Cash Condition.

    Conditions to the Company's Obligations

        The obligations of the Company to consummate the transactions contemplated by the Merger Agreement, including the Business Combination, are subject to the following conditions: (i) certain representations and warranties of IEA Services and Seller are generally true and correct as of the Closing Date other than as would not be expected to have a Material Adverse Effect (as defined in the Merger Agreement), (ii) each of IEA Services and Seller has performed and complied in all material respects with all agreements and covenants required by the Merger Agreement, (iii) each of IEA Services and Seller has delivered to the Company a certificate, certifying as to the accuracy of the representations and warranties and performance required pursuant to the Merger Agreement; (iv) IEA Services, the lenders and the other parties named therein must have executed and delivered the replacement credit facility on terms no less favorable than the terms in the debt commitment letter, and the replacement credit facility must be in full force and effect and the aggregate amount of commitments available to IEA Services on the Closing Date must be not less than $85,000,000 and the amount available to be drawn on the Closing Date must be not less than the amount specified in the Merger Agreement; (v) Seller must have delivered to the Company a duly executed copy of the Investor Rights Agreement; (vi) after the date of the Merger Agreement there must not have occurred any Material Adverse Effect that is continuing; (vii) IEA Services must have delivered to the Company the required information of IEA needed to file the Company's Form 8-K under Item 2.01(f) at least five business days prior to the Closing Date; and (viii) Seller must have delivered to the Company a duly executed copy of the lease agreement with respect to the real property located in Clinton, Indiana. For more information regarding the debt commitment letter and the replacement credit facility, see "Proposal No. 1—Approval of the Business Combination-Debt Commitment Letter" and "IEA Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources."

    Conditions to IEA Services' and Seller's Obligations

        The obligations of IEA Services and Seller to consummate the transactions contemplated by the Merger Agreement, including the Business Combination, are subject to the following conditions: (i) the representations and warranties of the Company must generally be true and correct as of the Closing Date other than as would not be expected to have a Buyer Material Adverse Effect (as defined in the Merger Agreement), (ii) each of the Company, Merger Sub I and Merger Sub II must have performed and complied in all material respects with all agreements and covenants required by the Merger Agreement; (iii) the Company must have delivered to IEA Services a certificate certifying as to the accuracy of the representations and warranties and performance required pursuant to the Merger

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Agreement; (iv) the Company must have satisfied in all material respects its obligations in connection with obtaining the release of certain guarantees entered into by affiliates of Seller, subject to the terms and conditions contained in the Merger Agreement; (v) the payoff letters from the lender(s) under the existing credit facility must provide that, upon payment in full of the outstanding indebtedness under the existing credit facility and termination of the existing credit facility at Closing, all guarantees of Seller and its affiliates under the existing credit facility will be released; (vi) the Company must have delivered to Seller the Registration Rights Agreement and the Investor Rights Agreement; (vii) the Company must have delivered to Seller the Founder Shares Amendment Agreement; (viii) any redemption by the Company of its Common Stock must have been completed in accordance with the Merger Agreement and the Company's current certificate of incorporation and bylaws; (ix) the Company's certificate of incorporation must be amended and restated in the form of the proposed certificate of incorporation, the Certificate of Designation must be adopted and the Company's bylaws must be amended and restated in the form of the amended and restated bylaws; (x) the Common Stock to be issued to Seller at the Closing must have been approved for listing on the NASDAQ; (xi) subject to any redemptions by the Company of Common Stock in accordance with its current certificate of incorporation and bylaws, all the funds contained in the Trust Account must be released from the Trust Account and available to the Company for payment of the Cash Consideration and the Transaction Expenses; (xii) the Company must have delivered to Seller a copy of the resignation of each director that is not continuing on the Board following the Closing and a unanimous written consent of the Board increasing the size of the Board of the Company and appointing the new directors effective immediately following the Closing, in each case in accordance with the Investor Rights Agreement; and (xiii) the required information of IEA needed to file the Company's Form 8-K under Item 2.01(f) must be available at least five business days prior to the Closing Date, provided that this condition shall not apply under certain circumstances described in the Merger Agreement.

        Please see the section entitled "Proposal No. 1—Approval of the Business Combination—Conditions to Closing of the Business Combination" for additional information.

Quorum and Required Vote for Proposals for the Special Meeting

        A quorum of Company stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the Company's Common Stock outstanding and entitled to vote at the Special Meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

        The approval of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote "AGAINST" the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

        The approval of the Charter Amendment Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting or an abstention from voting with regard to any of the Charter Amendment Proposals will have the same effect as a vote "AGAINST" such Charter Amendment Proposal.

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        The Business Combination is conditioned on the approval of the Business Combination Proposal and the Charter Amendment Proposals at the Special Meeting. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Charter Amendment Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement. It is important for you to note that in the event that the Business Combination Proposal and the Charter Amendment Proposals do not receive the requisite vote for approval, we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by July 12, 2018, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to our public stockholders.

Independent Director Oversight

        Our Board includes four independent directors who are not affiliated with our Sponsors or Oaktree. In connection with the Business Combination, our independent directors, Messrs. Farkas, Hood, Marber and Pappano, took an active role in evaluating and providing guidance to the Company's management in negotiating the proposed terms of the Business Combination, including the Merger Agreement, the Related Agreements and the amendments to our current certificate of incorporation to take effect upon the completion of the Business Combination. As part of their evaluation of the Business Combination, our independent directors were aware of the potential conflicts of interest with our Sponsors and Oaktree that could arise with regard to the proposed terms of the Merger Agreement, the Related Agreements and the amendments to our current certificate of incorporation to take effect upon the completion of the Business Combination. Our independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Board, the Merger Agreement and the Business Combination. Please see the section entitled "Proposal No. 1—Approval of the Business Combination—Independent Director Oversight."

Recommendation to Company Stockholders

        Our Board believes that each of the Business Combination Proposal, the Charter Amendment Proposals, the Incentive Plan Proposal and the Adjournment Proposal to be presented at the Special Meeting is in the best interests of the Company and its stockholders and unanimously recommends that its stockholders vote "FOR" each of the proposals.

Risk Factors

        In evaluating the Business Combination and the proposals to be considered and voted on at the Special Meeting, you should carefully review and consider the risk factors set forth under the section entitled "Risk Factors" beginning on page 56 of this proxy statement. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of the Company and IEA to complete the Business Combination or (ii) the business, cash flows, financial condition and results of operations of the post-combination company.

        These risks include, among other things:

    increased costs and obligations as a result of being a public, listed company;

    whether reduced disclosure requirements applicable to "emerging growth companies" will make our Common Stock less attractive to investors;

    the reduction in revenue, profitability and liquidity due to failure to comply with governmental regulations that oversee transportation and safety compliance;

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    substantial liabilities and weakened financial conditions due to physical hazards;

    the inability to operate efficiently if we are unable to attract and retain qualified managers and skilled employees; and

    reduction in capital expenditures and adverse effects on our customers from economic downturns.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

        The following table contains summary historical financial data for the Company as of and for the nine months ended September 30, 2017 and September 30, 2016 and as of and for the year ended December 31, 2016. Such data for the period as of and for the year ended December 31, 2016 have been derived from the audited financial statements of the Company, which are included elsewhere in this proxy statement. Such data as of and for the nine months ended September 30, 2017 and September 30, 2016 have been derived from the unaudited financial statements of the Company included elsewhere in this proxy statement. Results from interim periods are not necessarily indicative of results that may be expected for the entire year. The information below is only a summary and should be read in conjunction with the sections entitled "The Company's Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Information About the Company" and in our financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement.

Statement of Operations Data:
  Nine Months Ended
September 30, 2017
(unaudited)
  Nine Months Ended
September 30, 2016
(unaudited)
  For the Year Ended
December 31, 2016
(audited)
 

Formation and operating costs

  $ (354,496 ) $ (47,265 ) $ (111,754 )

Loss from operations

    (354,496 )   (47,265 )   (111,754 )

Interest income

    622,610     31,297     100,471  

Income before provision of income taxes

    268,114     (15,968 )    

Income tax provisions

    (105,048 )        

Net income (loss)

  $ 163,066   $ (15,968 ) $ (11,283 )

Weighted average number of common shares outstanding—basic and diluted

    5,251,965     4,558,494     4,760,158  

Net loss per share

  $ (0.06 ) $ (0.01 ) $ (0.00 )

Dividends per share

             

(1)
Excludes 13,950,203 shares subject to redemption at September 30, 2017. Excludes 13,991,772 shares subject to redemption at December 31, 2016 and 562,500 shares that were forfeited in August 2016 upon the expiration of the underwriters' over-allotment option without exercise.

(2)
Net loss per share—basic and diluted excludes interest income attributable to the shares of common stock subject to redemption for the nine months ended September 30, 2017 and 2016 of $452,390 and $23,870, respectively.

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  As of
September 30, 2017
  As of
September 30, 2016
  As of
December 31, 2016
 
 
  (unaudited)
  (unaudited)
   
 

Assets

                   

Cash

  $ 613,720   $ 913,858   $ 869,058  

Prepaid expense

    31,295     71,292     61,292  

Current Assets

    645,015     985,150     930,350  

Cash held in Trust Account

    150,723,082     150,031,297     150,100,471  

Total Assets

  $ 151,368,097   $ 151,016,447   $ 151,030,821  

Liabilities and Stockholders' Equity

                   

Franchise tax payable

  $ 88,540   $ 9,690   $ 19,380  

Accrued income tax

    105,048     0     0  

Current Liabilities

    193,588     9,690     19,380  

Deferred underwriting fee

    6,000,000     6,000,000     6,000,000  

Total Liabilities

    6,193,588     6,009,690     6,019,380  

Commitments and Contingencies

                   

Common stock, 13,950,203, 13,997,755 and 13,991,772 shares subject to possible redemption at September 30, 2017, September 30, 2016 and December 31, 2016, respectively

    140,174,508     140,006,756     140,011,440  

Stockholders' Equity

                   

Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding

             

Common stock, $0.0001 par value, 35,000,000 shares authorized; 5,259,797 shares issued and outstanding (excluding 13,950,203 shares subject to redemption) at September 30, 2017; 5,212,245 shares issued and outstanding (excluding 13,997,755 shares subject to redemption) at September 30, 2016 and 5,218,228 shares issued and outstanding (excluding 13,991,772 shares subject to redemption) at December 31, 2016, respectively

    525     521     522  

Additional Paid-in Capital

    4,848,501     5,016,257     5,011,571  

Retained earnings (accumulated deficit)

    150,975     (16,777 )   (12,092 )

Total Stockholders' Equity

    5,000,001     5,000,001     5,000,001  

Total Liabilities and Stockholders' Equity

  $ 151,368,097   $ 151,016,447   $ 151,030,821  

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL
AND OTHER INFORMATION OF IEA

        The following table sets forth summary historical financial information for IEA as of and for the nine months ended September 30, 2017 and September 30, 2016 and as of and for the years ended December 31, 2016, 2015 and 2014. Such information for the years ended December 31, 2016 and 2015 have been derived from the audited consolidated financial statements of IEA, included elsewhere in this proxy statement. Such information as of and for the nine months ended September 30, 2017 and September 30, 2016 and as of and for the year ended December 31, 2014 have been derived from the unaudited consolidated financial statements of IEA, included elsewhere in this proxy statement. Management has prepared the unaudited consolidated financial information set forth below on the same basis as IEA's audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that it considers necessary for a fair presentation of our financial position and operating results for such periods. IEA's historical results are not necessarily indicative of the results to be expected in any future period, and IEA's interim results are not necessarily indicative of the results to be expected for the full fiscal year. The information below is only a summary and should be read in conjunction with the sections entitled "IEA Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Information About IEA" and in IEA's financial statements and the related notes, included elsewhere in this proxy statement.

 
  Nine Months Ended
September 30,
  Years Ended
December 31,
 
 
  2017
(Unaudited)
  2016
(Unaudited)
  2016   2015   2014
(Unaudited)
 

(in thousands)

                               

Statement of Operations Data:

                               

Revenue

  $ 336,128   $ 416,162   $ 602,665   $ 204,640   $ 286,254  

Cost of revenue, excluding depreciation and amortization

    289,556     365,712     517,419     184,850     268,559  

Gross profit

  $ 46,572   $ 50,450   $ 85,246   $ 19,790   $ 17,695  

Selling, general and administrative expenses(1)

 
$

20,419
 
$

18,240
 
$

27,272
 
$

23,723
 
$

27,250
 

Income (loss) from operations

  $ 22,619   $ 29,694   $ 54,541   $ (8,907 ) $ (15,343 )

Other income (expense), net(2)

  $ (358 ) $ 36   $ (303 ) $ 317   $ (728 )

Net income (loss) from continuing operations

 
$

14,133
 
$

27,579
 
$

64,451
 
$

(8,696

)

$

(10,205

)

Net income (loss) from discontinued operations(3)

        (3,236 )   1,087     (19,487 )   (76,636 )

Net income (loss)

  $ 14,133   $ 24,343   $ 65,538   $ (28,183 ) $ (86,841 )

Cash Flow Data:

                               

Net cash provided by (used in) operating activities(4)

  $ 2,271   $ 17,894   $ 53,591   $ (5,617 ) $ (55,928 )

Net cash provided by (used in) investing activities

  $ (3,524 ) $ (2,281 ) $ (3,000 ) $ 352   $ (1,000 )

Net cash provided by (used in) financing activities

  $ (855 ) $ (15,099 ) $ (29,617 ) $ 8,541   $ 39,405  

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  Nine Months Ended
September 30,
  Years Ended
December 31,
 
 
  2017
(Unaudited)
  2016
(Unaudited)
  2016   2015   2014
(Unaudited)
 

(in thousands)

                               

Balance Sheet Data:

                               

Cash and cash equivalents

  $ 19,499   $   $ 21,607   $   $  

Accounts receivable, net

  $ 81,852   $ 119,900   $ 69,977   $ 37,594   $ 124,800  

Costs and estimated earnings in excess of billings on uncompleted contracts

  $ 10,489   $ 30,971   $ 14,143   $ 16,016   $ 32,787  

Property, plant and equipment, net

  $ 42,240   $ 18,986   $ 20,540   $ 14,152   $ 18,603  

Total assets

  $ 172,475   $ 178,832   $ 147,716   $ 74,363   $ 194,637  

Accounts payable and accrued liabilities

  $ 96,996   $ 168,944   $ 97,244   $ 79,043   $ 159,027  

Billings in excess of costs and estimated earnings on uncompleted contracts

  $ 18,157   $ 15,140   $ 28,181   $ 15,902   $ 33,752  

Total liabilities

  $ 145,427   $ 230,461   $ 134,841   $ 150,207   $ 242,944  

Total members' equity (deficit)

  $ 27,048   $ (51,629 ) $ 12,875   $ (75,844 ) $ (48,307 )

(1)
Selling, general & administrative expenses for the nine months ended September 30, 2017 includes $3,293 of costs associated with electrical and solar teams for which revenue is not anticipated prior to 2018. Includes payments made to Oaktree for guarantees provided by Oaktree on certain borrowings of IEA of $1,214, $1,755, $2,340, $1,961 and $827 for each of the periods ended September 30, 2017, September 30, 2016, fiscal 2016, 2015 and 2014, respectively. Includes supplemental bonuses of $1,500 and $2,000 in the periods ended September 30, 2016 and fiscal 2016 related to IEA's successful completion of IEA's exit of its Canadian operations.

(2)
Includes $1,528 and $1,661 in fiscal 2015 and 2014, respectively, related to restructuring costs associated with the abandonment of the Canadian solar operations of White Construction, Inc. and its wholly-owned subsidiary, H.B. White Canada Corp. ("H.B. White") and refocusing the business on the U.S. wind energy market. Restructuring expenses represented severance expense for employees who were terminated as a result of the abandonment of the Canadian solar operations of H.B. White.

(3)
IEA made the decision to abandon its operations in Canada in 2014 and to refocus the business on the U.S. wind energy market. In early 2015, IEA began the process of finalizing all projects in Canada and reducing or eliminating all costs and expenses. IEA completely abandoned the Canadian solar operations of H.B. White and effectively completed all significant projects in Canada, and reduced or redeployed substantially all of its Canadian resources, facilities and equipment as of July 2016.

(4)
Cash flow from operations can fluctuate from period to period based on the number of awarded projects in process. See "IEA Management's Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources."

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The Company is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the transactions.

        The unaudited pro forma condensed combined balance sheet as of September 30, 2017 combines the historical consolidated balance sheet of IEA as of September 30, 2017 with the historical consolidated balance sheet of the Company as of September 30, 2017, giving effect to the Business Combination as if it had been consummated as of that date. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2017 combines the historical consolidated statement of operations of IEA for the nine months ended September 30, 2017 and the year ended December 31, 2016 with the historical consolidated statement of operations of the Company for each corresponding period, giving effect to the Business Combination as if it had occurred on January 1, 2016.

        The following unaudited pro forma financial statements give effect to the following transactions:

    The Mergers;

    The release of all of the funds held in the Company's Trust Account;

    Upon the consummation of the Mergers, the payment by the Company of the Estimated Merger Consideration to IEA Parent (as further described below);

    Upon the consummation of the Mergers, the termination by IEA of its existing credit facility and the entry by IEA into the replacement credit facility, initially providing for a $50.0 million revolving credit facility maturing on the third anniversary of the Closing Date (the "New Revolving Facility") and a $50.0 million delayed-draw term loan facility maturing on the third anniversary of the Closing Date; and

    The payment by the Company of fees, expenses and other amounts associated with the Business Combination out of funds released from the Company's Trust Account or amounts borrowed under the New Revolving Facility, to the extent required.

        The amount of merger consideration payable at Closing to IEA Parent (the "Estimated Merger Consideration") will be the sum of (i) $235.0 million, plus (ii) the amount of cash and cash equivalents held by IEA as of the Adjustment Time, plus (iii) an amount equal to the Working Capital Overage (based on Target Working Capital of $(13.9) million), less (iv) an amount equal to the Working Capital Underage (based on Target Working Capital of $(13.9) million), less (v) the amount of IEA's outstanding indebtedness under the existing credit facility, less (vi) certain indebtedness and other obligations of IEA being assumed by the Company at Closing, less (vii) the amount of tax liabilities in connection with the transfer by IEA of certain real property located in Clinton, Indiana, less (viii) $3.0 million to be paid to Oaktree as a reserve for expenses to be incurred by it in its capacity as Seller's representative. The Estimated Merger Consideration will be paid to IEA Parent in a combination of cash, shares of Common Stock and shares of Series A Preferred Stock.

        The amount of the Cash Consideration payable to IEA Parent will be the sum of (a) $100.0 million, plus (b) the sum of (i) the amount of cash and cash equivalents held by IEA as of the Adjustment Time, (ii) any Working Capital Overage, and (iii) an amount equal to the proceeds of any issuances of preferred stock of the Company and/or Common Stock (between the date of the Merger Agreement and the Closing Date), up to $35.0 million, less (c) the sum of (i) any Working Capital Underage, (ii) the amount of IEA's outstanding indebtedness under the existing credit facility, (iii) any portion of the indebtedness assumed by the Company at Closing required by the terms thereof to be repaid as of the Closing and not so prepaid prior to the Adjustment Time, (iv) the amount by which the indebtedness of IEA assumed by the Company at Closing (other than any indebtedness to the extent included in clauses (ii), (iii), (v), (vi) or (vii)) exceeds $1.0 million, (v) the amount by which

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capitalized lease obligations of IEA exceed $20.0 million in the aggregate, (vi) the amount of any accrued and unpaid taxes of IEA for the pre-Closing tax periods, (vii) without duplication to (vi), the amount of tax liabilities in connection with the transfer by IEA of certain real property located in Clinton, Indiana, and (viii) $3.0 million to be paid to Oaktree as a reserve for expenses to be incurred by it in its capacity as representative of Seller.

        The remainder of the consideration to be paid to IEA Parent at Closing (i.e., the Estimated Merger Consideration less the Cash Consideration) will be paid to IEA Parent in shares of Common Stock and Series A Preferred Stock, with such stock consideration split 74.1% in the form of Common Stock and 25.9% in the form of Series A Preferred Stock. For purposes of determining the number of shares of Common Stock issuable with respect to the portion of the consideration payable in Common Stock, the Common Stock will be valued at $10.00 per share. The relative allocation of the consideration as among cash, Common Stock and Series A Preferred Stock will be further adjusted by the Co-Investment Adjustment (assumed to be zero for purposes of these pro forma financial statements) and the Common Stock Adjustments. Because the value of the Common Stock to be paid to IEA Parent would constitute at least 40% of the consideration to be paid to IEA Parent, these pro forma financial statements do not reflect any Common Stock Adjustments.

        Pursuant to the terms of the Company's current certificate of incorporation, holders of the Company's public shares have the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company's Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. The per-share amount the Company will distribute to holders of public shares who properly redeem their public shares will not be reduced by the deferred underwriting commissions the Company is required to pay to its underwriters for its IPO, which occurred in July 2016. The Initial Stockholders, our officers and our remaining directors have agreed to waive their redemption rights with respect to any shares of Common Stock (other than any public shares, in the case of Cantor Fitzgerald).

        The Merger Agreement provides that the obligation of each of IEA Parent and the Company to consummate the Business Combination is conditioned on the satisfaction of the Available Cash Condition.

        IEA Parent will also receive Earn-out Shares if certain EBITDA thresholds specified in the Merger Agreement are met in either or both of fiscal years 2018 and 2019, with a total of 9,000,000 shares of Common Stock being earnable for both such years in the aggregate.

        The historical financial information of IEA was derived from the unaudited condensed consolidated financial statements of IEA as of and for the nine months ended September 30, 2017 and the audited consolidated financial statements of IEA as of and for the year ended December 31, 2016 included elsewhere in this proxy statement. The historical financial information of the Company was derived from the unaudited financial statements of the Company as of and for the nine months ended September 30, 2017 and the audited financial statements of the Company as of and for the year ended December 31, 2016 included elsewhere in this proxy statement. This information should be read together with IEA's and the Company's financial statements and related notes. See "IEA Management's Discussion and Analysis of Financial Condition and Results of Operations," "The Company's Management's Discussion and Analysis of Financial Condition and Results of Operations" and other financial information included elsewhere in this proxy statement.

Accounting for the Transactions

        The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, the Company will be treated as the "acquired" company

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for financial reporting purposes. This determination was primarily based on IEA Parent effectively controlling the post-combination company through its equity ownership of the Company (assuming all of the Earn-out Shares are issued to IEA Parent), IEA's operations comprising substantially all of the ongoing operations of the combined entity, IEA's senior management comprising substantially all of the senior management of the post-combination company and the existence of a large minority voting interest in the Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of IEA issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be the historical operations of IEA.

        The unaudited pro forma condensed combined financial statements do not include any adjustments for incremental general and administrative costs which are anticipated to be incurred by the post-combination company as a public reporting company. These incremental expenses, estimated to be approximately $5.0 million per year, include compensation and benefit expense for certain additional personnel, fees paid to the independent auditors, legal advisors and other professional advisors, investor relations activities, registrar and transfer agent fees, incremental costs for director and officer liability insurance and director compensation.

        The issuance of up to 9,000,000 Earn-out Shares to IEA Parent is contingent upon the achievement of certain specified EBITDA thresholds in the 2018 and/or 2019 fiscal years. The Earn-Out Shares are to be issued contingent on future performance of the post-combination company and, therefore, have been recorded as a liability in the unaudited pro forma condensed combined financial statements.

Basis of Pro Forma Presentation

        The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable and, with respect to the pro forma statements of operations, are expected to have a continuing impact on the results of the post-combination company. The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the post-combination company will experience. IEA and the Company have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

        The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemptions for cash of the Company's public shares:

    Scenario 1—Assuming no redemptions of public shares for cash:  This presentation assumes that none of the Company's stockholders exercise redemption rights with respect to their public shares upon the consummation of the Business Combination.

    Scenario 2—Assuming maximum redemptions of public shares for cash while satisfying the Available Cash Condition:  This presentation assumes that the Company's public stockholders exercise their redemption rights with respect to a maximum of 5,047,974 public shares upon consummation of the Business Combination at a redemption price of approximately $10.05 per share. The maximum redemption amount is derived from the $100.0 million minimum cash required to be released from the Trust Account (assuming no additional equity raises by the Company) in order to satisfy the Available Cash Condition. Under Scenario 2, it is assumed that $3.9 million, bearing interest at a rate of LIBOR plus 3.00%, will be borrowed by IEA on the Closing Date

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      under the New Revolving Facility to pay Transaction Expenses associated with the Business Combination.

        Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma condensed combined financial statements are 10,003,500 shares of Common Stock to be issued to IEA Parent in the connection with the Business Combination. The currently outstanding warrants of the Company to purchase a total of 7,730,000 shares of Common Stock at an exercise price of $11.50 per share will continue to be outstanding after the Closing of the Business Combination.

        At the Closing of the Business Combination, under Scenario 1, it is expected that IEA Parent will hold approximately 34.2% of the issued and outstanding shares of Common Stock, and the existing stockholders of the Company will hold approximately 65.8% of the issued and outstanding shares of Common Stock (in each case including the Unvested Founder Shares, and assuming that the Company has not raised additional equity capital as permitted under the Merger Agreement).

        At the Closing of the Business Combination, under Scenario 2, it is expected that IEA Parent will hold approximately 41.4% of the issued and outstanding shares of Common Stock, and the existing stockholders of the Company will hold approximately 58.6% of the issued and outstanding shares of Common Stock (in each case including the Unvested Founder Shares, and assuming that the Company has not raised additional equity capital as permitted under the Merger Agreement).


SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(in thousands except share and per share amounts)

 
  For the Nine Months Ended September 30, 2017  
 
  (A)
IEA
  (B)
The Company
  Scenario 1
Assuming No
Redemptions
  Scenario 2
Assuming Maximum
Redemptions
 

Statement of Operations Data

                         

Revenue

  $ 336,128   $   $ 336,128   $ 336,128  

Total operating expenses

  $ 23,953   $ 355   $ 24,133   $ 24,133  

Operating income (loss)

  $ 22,619   $ (355 ) $ 22,439   $ 22,439  

Net income

  $ 14,133   $ 163   $ 14,018   $ 13,962  

Net income attributable to common stockholders

  $ 14,133   $ 163   $ 12,445   $ 12,389  

Net income (loss) per share attributable to common stockholders—basic

        $ (0.06 ) $ 0.43   $ 0.51  

Net income (loss) per share attributable to common stockholders—diluted

        $ (0.06 ) $ 0.34   $ 0.38  

Balance Sheet Data

                         

Total current assets

  $ 118,737   $ 645   $ 146,000   $ 99,269  

Total assets

  $ 172,475   $ 151,368   $ 195,004   $ 148,273  

Total current liabilities

  $ 119,976   $ 192   $ 211,178   $ 211,178  

Total liabilities

  $ 145,427   $ 6,192   $ 236,629   $ 240,621  

Total stockholders' equity (deficit)

  $ 27,048   $ 5,001   $ (76,590 ) $ (127,313 )

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  For the Year Ended December 31, 2016  
 
  (A)
IEA
  (B)
The Company
  Scenario 1
Assuming No
Redemptions
  Scenario 2
Assuming Maximum
Redemptions
 

Statement of Operations Data

                         

Revenue

  $ 602,665   $   $ 602,665   $ 602,665  

Total operating expenses

  $ 30,705   $ 112   $ 32,363   $ 32,363  

Operating income (loss)

  $ 54,451   $ (112 ) $ 52,883   $ 52,883  

Net income

  $ 65,538   $ (12 ) $ 64,505   $ 64,431  

Net income attributable to common stockholders

  $ 65,538   $ (12 ) $ 62,407   $ 62,333  

Net income (loss) per share attributable to common stockholders—basic

        $ (0.00 ) $ 2.14   $ 2.58  

Net income (loss) per share attributable to common stockholders—diluted

        $ (0.00 ) $ 1.55   $ 1.76  

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for us to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

    the benefits of the Business Combination;

    the future financial performance of the post-combination company following the Business Combination;

    changes in the market for IEA's customers;

    expansion plans and opportunities; and

    other statements preceded by, followed by or that include the words "may," "can," "should," "will," "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" or similar expressions.

        These forward-looking statements are based on information available as of the date of this proxy statement and our management's current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

        You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

    the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Merger Agreement;

    the outcome of any legal proceedings that may be instituted against IEA or the Company following announcement of the proposed Business Combination and transactions contemplated thereby;

    the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain approval of the stockholders of the Company, or other conditions to Closing in the Merger Agreement;

    the inability to obtain or maintain the listing of the post-combination company's Common Stock on NASDAQ following the Business Combination;

    the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;

    the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability to integrate IEA's and the Company's businesses, and the ability of the combined business to grow and manage growth profitably;

    costs related to the Business Combination;

    the possibility that IEA or the Company may be adversely affected by other economic, business, and/or competitive factors;

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    market conditions, technological developments, regulatory changes or other governmental policy uncertainty that affects IEA or customers of IEA;

    IEA's ability to manage projects effectively and in accordance with management estimates, as well as the ability to accurately estimate the costs associated with its fixed price and other contracts, including any material changes in estimates for completion of projects;

    the effect on demand for IEA's services and changes in the amount of capital expenditures by customers due to, among other things, economic conditions, commodity price fluctuations, the availability and cost of financing, and customer consolidation;

    the timing and extent of fluctuations in geographic, weather and operational factors affecting IEA's customers, projects and the industries in which IEA operates;

    the ability of customers to terminate or reduce the amount of work, or in some cases, the prices paid for services, on short or no notice;

    customer disputes related to the performance of services;

    disputes with, or failures of, subcontractors to deliver agreed-upon supplies or services in a timely fashion;

    IEA's ability to replace non-recurring projects with new projects;

    the impact of U.S. federal, local, state, foreign or tax legislation and other regulations affecting the renewable wind energy industry and related projects and expenditures;

    the effect of state and federal regulatory initiatives, including costs of compliance with existing and future safety and environmental requirements;

    fluctuations in maintenance, materials, labor and other costs;

    IEA's and the Company's beliefs regarding the state of the renewable wind energy market generally; and

    other risks and uncertainties indicated in this proxy statement, including those set forth under the section entitled "Risk Factors."

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RISK FACTORS

        You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the Special Meeting. The following risk factors that apply to the business and operations of IEA will also apply to the business and operations of the post-combination company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of IEA and the post-combination company. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled "Cautionary Note Regarding Forward-Looking Statements." We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

        For purposes of "Risks Related to IEA" and "Risks Related to IEA's Industry and its Customers' Industries", "we", "us" and "our" refer to IEA and, following the Business Combination, the post-combination company.

Risks Related to IEA

Tax reform legislation currently pending in the U.S. Congress may reduce materially the availability of production tax credits and investment tax credits.

        Our business is focused on supplying products and services to owners and operators of wind energy generation facilities. Currently, the wind and solar industries benefit from federal tax incentives and state renewable portfolio standards. Currently, the federal government provides economic incentives to the owners of wind energy facilities, including a federal production tax credit, an investment tax credit and a cash grant equal in value to the investment tax credit. Tax reform efforts and other regulatory initiatives currently underway may reduce materially such tax credits, grants and incentives for the wind and solar industry. Any such reduction in such credits, grants and incentives could materially and adversely affect the business, financial condition, results of operations, cash flows and growth prospects of the combined company. For instance, the House bill would directly impact production tax credits, if enacted into law. Project developers would have to prove continuous construction activity between the start and completion of their projects, and the bill adopted by the U.S. House of Representatives would eliminate the four-year safe harbor for projects that commenced construction in 2016 or 2017 but were not completed until 2020. The House bill would also eliminate the inflation adjustment for new wind projects qualifying for the production tax credit and reduce the amount of the credit from 2.4 cents per kilowatt hour to 1.5 cents per kilowatt hour. Under the bill adopted by the U.S. Senate, a base erosion and anti-abuse tax ("BEAT") provision would impose a minimum tax on certain corporations that could not be reduced by production or investment tax credits. This BEAT provision could reduce the incentive for certain taxable investors to invest in tax equity financing arrangements. Additionally, the Senate bill would only permit corporations to claim production tax credits for wind projects for four years after being placed-in-service against the corporate alternative minimum tax, which would apply more broadly under new legislation. Both the House and Senate bills permit the immediate expensing of certain capital expenditures between September 27, 2017 and January 1, 2023, but this new rule could be less valuable than a dollar-for-dollar investment tax credit or production tax credit, given the proposed reduced corporate income tax rate of 20%. Any of the foregoing changes that could arise

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from any final tax reform legislation, as well as other changes in law not mentioned herein, could adversely impact the demand for development of wind and solar energy generation facilities.

Our failure to comply with the regulations of OSHA and other state and local agencies that oversee transportation and safety compliance could adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

        The Occupational Safety and Health Act of 1970, as amended, establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration ("OSHA") and various recordkeeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards and safety in excavation and demolition work, may apply to our operations. We have incurred, and will continue to incur, capital and operating expenditures and other costs in the ordinary course of business in complying with OSHA and other state and local laws and regulations, and could incur penalties and fines in the future, including, in extreme cases, criminal sanctions.

        While we have invested, and will continue to invest, substantial resources in occupational health and safety programs, our industry involves a high degree of operational risk, and there can be no assurance that we will avoid significant liability. Although we have taken what we believe to be appropriate precautions, we have had employee injuries in the past, and may suffer additional injuries in the future. Serious accidents of this nature may subject us to substantial penalties, civil litigation or criminal prosecution. Personal injury claims for damages, including for bodily injury or loss of life, could result in substantial costs and liabilities, which could materially and adversely affect our financial condition, results of operations or cash flows. In addition, if our safety record were to deteriorate, or if we suffered substantial penalties or criminal prosecution for violation of health and safety regulations, customers could cancel existing contracts and not award future business to us, which could materially adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

Our business is subject to physical hazards that could result in substantial liabilities and weaken our financial condition.

        Construction projects undertaken by us expose our employees to heavy equipment, mechanical failures, transportation accidents, adverse weather conditions and the risk of damage to equipment and property. These hazards can cause personal injuries and loss of life, severe damage to or destruction of property and equipment and other consequential damages and could lead to suspension of operations and large damage claims which could, in some cases, substantially exceed the amount we charge for the associated services. In addition, if serious accidents or fatalities occur, or if our safety records were to deteriorate, we may be restricted from bidding on certain work and obtaining new contracts and certain existing contracts could be terminated. Our safety processes and procedures are monitored by various agencies and ratings bureaus. The occurrence of accidents in our business could result in significant liabilities, employee turnover, increase the costs of our projects, or harm our ability to perform under our contracts or enter into new customer contracts, all of which could materially adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

If we are unable to attract and retain qualified managers and skilled employees, we will be unable to operate efficiently, which could reduce our revenue, profitability and liquidity.

        Our business is labor intensive, and some of our operations experience a high rate of employee turnover. In addition, given the nature of the highly specialized work we perform, many of our employees are trained in, and possess, specialized technical skills that are necessary to operate our business and maintain productivity and profitability. At times of low unemployment rates in the areas

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we serve, it can be difficult for us to find qualified and affordable personnel. We may be unable to hire and retain a sufficiently skilled labor force necessary to support our operating requirements and growth strategy. Our labor and training expenses may increase as a result of a shortage in the supply of skilled personnel. We may not be able to pass these expenses on to our customers, which could adversely affect our profitability. Additionally, our business is managed by a number of key executive and operational officers and is dependent upon retaining and recruiting qualified management. Labor shortages, increased labor or training costs, or the loss of key personnel could materially adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

Acquisition and investment activity presents certain risks to our business, operations and financial position, and we may not realize the financial and strategic goals contemplated at the time of a transaction.

        We expect that acquisitions and investments will be an important part of our growth strategy. Successful execution following the closing of an acquisition or investment is paramount to achieving the anticipated benefits of the transaction. In the future, we may make acquisitions to expand into new markets and our acquisition strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions. Mergers and acquisitions are inherently risky, and any mergers and acquisitions that we complete may not be successful. The process of integrating an acquired company's business into our operations and investing in new technologies is challenging and may result in expected or unexpected operating or compliance challenges, which may require significant expenditures and a significant amount of our management's attention that would otherwise be focused on the ongoing operation of our business. The potential difficulties or risks of integrating an acquired company's business include, among others:

    the effect of the acquisition on our financial and strategic positions and our reputation;

    risk that we fail to successfully implement our business plan for the combined business;

    risk that we are unable to obtain the anticipated benefits of the acquisition, including synergies or economies of scale;

    risk that we are unable to complete development and/or integration of acquired technologies;

    risk that the market does not accept the integrated product portfolio;

    challenges in reconciling business practices or in integrating product development activities, logistics or information technology and other systems;

    challenges in reconciling accounting issues, especially if an acquired company utilizes accounting principles different from those we use;

    retention risk with respect to key customers, suppliers and employees and challenges in retaining, assimilating and training new employees;

    potential failure of the due diligence processes to identify significant problems, liabilities or other shortcomings or challenges of an acquired company, which could result in unexpected litigation, regulatory exposure, financial contingencies and known and unknown liabilities; and

    challenges in complying with newly applicable laws and regulations, including obtaining or retaining required approvals, licenses and permits.

        Acquisitions and/or investments may also result in the expenditure of available cash and amortization of expenses any of which could have a material adverse effect on our operating results or financial condition. Investments in immature businesses with unproven track records and technologies have an especially high degree of risk, with the possibility that we may lose the value of our entire

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investments or incur additional unexpected liabilities. Large or costly acquisitions or investments may also diminish our capital resources and liquidity or limit our ability to engage in additional transactions for a period of time. All of the foregoing risks may be magnified as the cost, size or complexity of an acquisition or acquired company increases, or where the acquired company's products, market or business are materially different from ours, or where more than one integration is occurring simultaneously or within a concentrated period of time.

        In addition, in the future we may require significant financing to complete an acquisition or investment, whether through bank loans, raising of debt or otherwise. We cannot assure you that such financing options will be available to us on reasonable terms, or at all. If we are not able to obtain such necessary financing, it could have an impact on our ability to consummate a substantial acquisition or investment and execute our growth strategy. Alternatively, we may issue a significant number of shares as consideration for an acquisition, which would have a dilutive effect on our existing shareholders.

The U.S. wind and solar industries benefit from tax and other economic incentives and political and governmental policies. A significant change in these incentives and policies could materially and adversely affect our business, financial condition, results of operations, cash flows and growth prospects.

        The Consolidated Appropriations Act of 2016 ("CAA") extended certain provisions of the Internal Revenue Code, which contains federal tax incentives applicable to the renewable energy industry. Currently, the tax code provides that the production tax credit for wind projects (the "PTC") applies to qualifying projects for which the construction commencement date was prior to January 1, 2020. The PTC will be reduced by 20% for 2017, by 40% for 2018, and finally will be reduced by 60% for 2019. Similarly, a phase down rate of the investment tax credit (the "ITC") in lieu of PTC is available for wind projects: 30% ITC for projects commencing before 2017, 24% for projects commencing in 2017, 18% for projects commencing in 2018 and 12% for projects commencing in 2019. Solar projects, however, will be eligible for an investment tax credit (the "Solar ITC") only. The Solar ITC is 30% for projects commencing prior to 2020 and is reduced to 26% for projects commencing in 2020 and to 22% for projects commencing in 2021. After 2021, the Solar ITC will permanently remain at 10% for projects that commence prior to 2022, but are placed in service after 2023.

        The PTC, ITC, Solar ITC and cash grant program provide material incentives to develop wind energy generation facilities and thereby impact the demand for our manufactured products and services. The increased demand for our products and services resulting from the credits and incentives may continue until such credits or incentives lapse. The failure of Congress to extend or renew these incentives beyond their current expiration dates could significantly delay the development of wind energy generation facilities and the demand for wind turbines, towers and related components. In addition, we cannot assure you that any subsequent extension or renewal of the PTC, ITC, Solar ITC or cash grant program would be enacted prior to its expiration or, if allowed to expire, that any extension or renewal enacted thereafter would be enacted with retroactive effect. It is possible that these federal incentives will not be extended beyond their current expiration dates. Any delay or failure to extend or renew the PTC, ITC, Solar ITC or cash grant program in the future could have a material adverse impact on our business, results of operations, financial performance and future development efforts.

        State renewable energy portfolio standards generally require state-regulated electric utilities to supply a certain proportion of electricity from renewable energy sources or devote a certain portion of their plant capacity to renewable energy generation. Typically, subject utilities comply with such standards by qualifying for renewable energy credits evidencing the share of electricity that was produced from renewable sources. Under many state standards, these renewable energy credits can be unbundled from their associated energy and traded in a market system allowing generators with insufficient credits to meet their applicable state mandate. These standards have spurred significant growth in the wind energy industry and a corresponding increase in the demand for our manufactured

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products. Currently, the majority of states and the District of Columbia have renewable energy portfolio standards in place and certain states have voluntary utility commitments to supply a specific percentage of their electricity from renewable sources. The enactment of renewable energy portfolio standards in additional states or any changes to existing renewable energy portfolio standards, or the enactment of a federal renewable energy portfolio standard or imposition of other greenhouse gas regulations may impact the demand for our products. We cannot assure you that government support for renewable energy will continue. The elimination of, or reduction in, state or federal government policies that support renewable energy could have a material adverse impact on our business, financial condition, results of operations, profitability, cash flows and growth prospects.

Our business is seasonal and is affected by adverse weather conditions and the spending patterns of our customers, exposing us to variable quarterly results.

        Some of our customers reduce their expenditures and work order requests towards the end of the calendar year. Adverse weather conditions, particularly during the winter season, can also affect our ability to perform outdoor services in certain regions of North America. As a result, we generally experience reduced revenue in the first quarter of each calendar year. Natural catastrophes such as hurricanes or other severe weather could also have a negative effect on the economy overall and on our ability to perform outdoor services in affected regions or utilize equipment and crews stationed in those regions, which could negatively affect our results of operations, cash flows and liquidity.

We are self-insured against certain potential liabilities.

        Although we maintain insurance policies with respect to employer's liability, general liability, auto and workers compensation claims, those policies are subject to deductibles or self-insured retention amounts of up to $500,000 per occurrence. We are primarily self-insured for all claims that do not exceed the amount of the applicable deductible/self-insured retention. In addition, for our employees not part of a collective bargaining agreement, we provide employee health care benefit plans. Our primary health insurance plan is subject to a deductible of $100,000 per individual claim per year.

        Our insurance policies include various coverage requirements, including the requirement to give appropriate notice. If we fail to comply with these requirements, our coverage could be denied.

        Losses under our insurance programs are accrued based upon our estimates of the ultimate liability for claims reported and an estimate of claims incurred but not reported. Insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the extent of damage, the determination of our liability in proportion to other parties and the number of incidents not reported. The accruals are based upon known facts and historical trends.

Amounts included in our backlog may not result in actual revenue or translate into profits. Our backlog is subject to cancellation and unexpected adjustments and therefore is an uncertain indicator of future operating results.

        Our backlog consists of the estimated amount of services to be completed from future work on uncompleted contracts. It also includes revenue from change orders and renewal options. Most of our contracts are cancelable on short or no advance notice. Reductions in backlog due to cancellation by a customer, or for other reasons, could significantly reduce the revenue that we actually receive from contracts in backlog. In the event of a project cancellation, we may be reimbursed for certain costs, but we typically have no contractual right to the total revenues reflected in our backlog.

        Backlog amounts are determined based on target price estimates that incorporate historical trends, anticipated seasonal impacts, experience from similar projects and from communications with our customers. These estimates may prove inaccurate, which could cause estimated revenue to be realized in periods later than originally expected, or not at all. In the past, we have occasionally experienced

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postponements, cancellations and reductions in expected future work due to changes in our customers' spending plans, as well as on construction projects, due to market volatility, regulatory and other factors. There can be no assurance as to our customers' requirements or the accuracy of our estimates. As a result, our backlog as of any particular date is an uncertain indicator of future revenue and earnings. In addition, contracts included in our backlog may not be profitable. If our backlog fails to materialize, our business, financial condition, results of operations, profitability, cash flows and growth prospects could be materially and adversely affected.

We may choose, or be required, to pay our subcontractors even if our customers do not pay, or delay paying us for the related services.

        We use subcontractors to perform portions of our services. In some cases, we pay our subcontractors before our customers pay us for the related services. We could experience a material decrease in profitability and liquidity if we choose, or are required, to pay our subcontractors for work performed for customers that fail to pay, or delay paying us, for the related work.

Our subcontractors may fail to satisfy their obligations to us or other parties, or we may be unable to maintain these relationships, either of which may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows and growth prospects.

        We depend on subcontractors to perform work on some of our projects. There is a risk that we may have disputes with subcontractors arising from, among other things, the quality and timeliness of the work they perform, customer concerns about our subcontractors, or our failure to extend existing work orders or issue new work orders under a subcontracting arrangement. If any of our subcontractors fails to deliver the agreed-upon supplies and/or perform the agreed-upon services on a timely basis, then our ability to fulfill our obligations as a prime contractor may be jeopardized. In addition, the absence of qualified subcontractors with whom we have satisfactory relationships could adversely affect our ability to perform under some of our contracts or the quality of the services we provide. Any of these factors could have a material adverse effect on our results of operations, cash flows and liquidity.

        We also rely on suppliers to obtain the necessary materials for certain projects, and on equipment manufacturers and lessors to provide us with the equipment we require to conduct our operations. Although we are not dependent on any single supplier or equipment manufacturer or lessor, any substantial limitation on the availability of required suppliers or equipment could negatively affect our operations. Market and economic conditions could contribute to a lack of available suppliers or equipment. If we cannot acquire sufficient materials or equipment, it could materially and adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

Many of our customers are regulated by federal and state government agencies, and the addition of new regulations or changes to existing regulations may adversely impact demand for our services and the profitability of those services.

        Many of our energy customers are regulated by the Federal Energy Regulatory Commission, or FERC, and our utility customers are regulated by state public utility commissions. These agencies could change the way in which they interpret the application of current regulations and/or may impose additional regulations. Interpretative changes or new regulations having an adverse effect on our customers and the profitability of the services they provide could reduce demand for our services, which could adversely affect our results of operations, cash flows and liquidity.

        Any future restrictions or regulations which might be adopted could lead to operational delays, increased operating costs for our customers in the wind industry that could result in reduced capital spending and/or delays or cancellations of future wind infrastructure projects, which could materially

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and adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

We could incur substantial costs to comply with environmental, health, and safety laws and regulations and to address violations of or liabilities under these requirements.

        Our operations and products are subject to a variety of environmental laws and regulations in the jurisdictions in which we operate and sell products governing, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous materials, soil and groundwater contamination, employee health and safety, and product content, performance and packaging. We cannot guarantee that we will at all times be in compliance with such laws and regulations and if we fail to comply with these laws and regulations or our permitting and other requirements, we may be required to pay fines or be subject to other sanctions. Also, certain environmental laws can impose the entire or a portion of the cost of investigating and cleaning up a contaminated site, regardless of fault, upon any one or more of a number of parties, including the current or previous owner or operator of the site. These environmental laws also impose liability on any person who arranges for the disposal or treatment of hazardous substances at a contaminated site. Third parties may also make claims against owners or operators of sites and users of disposal sites for personal injuries and property damage associated with releases of hazardous substances from those sites.

        Changes in existing environmental laws and regulations, or their application, could cause us to incur additional or unexpected costs to achieve or maintain compliance. The assertion of claims relating to on- or off-site contamination, the discovery of previously unknown environmental liabilities, or the imposition of unanticipated investigation or cleanup obligations, could result in potentially significant expenditures to address contamination or resolve claims or liabilities. Such costs and expenditures could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows and growth prospects.

Our failure to properly manage projects, or project delays, may result in additional costs or claims, which could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows and growth prospects.

        Certain of our engagements involve large-scale, complex projects that may occur over extended time periods. The quality of our performance on such a project depends in large part upon our ability to manage our client relationship and the project itself and to timely deploy appropriate resources, including third-party contractors and our own personnel. Our business, financial condition, results of operations, profitability, cash flows and growth prospects could be adversely affected if we miscalculate the resources or time needed to complete a project with capped or fixed fees, or the resources or time needed to meet contractual milestones. Additionally, delays on a particular project, including delays in designs, engineering information or materials provided by the customer or a third party, delays or difficulties in equipment and material delivery, schedule changes, delays from a customer's failure to timely obtain permits or rights-of-way or to meet other regulatory requirements, weather-related delays, permitting delays, governmental, market, political and other factors, some of which are beyond our control, may result in the cancellation or deferral of project work, which could lead to a decline in revenue from lost project work, or, for project deferrals, could cause us to incur costs for standby pay, and may lead to personnel shortages on other projects scheduled to commence at a later date.

        In addition, some of our agreements require that we share in cost overages or pay liquidated damages if we do not meet project deadlines; therefore, any failure to properly estimate or manage cost or delays in the completion of projects, could subject us to penalties, which could adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects. Further, any defects or errors, or failures to meet our customers' expectations could result in damage claims against us, and because of the substantial cost of, and potentially long lead-times necessary to

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acquire certain of the materials and equipment used in our complex projects, damage claims may substantially exceed the amount we can charge for our associated services.

We may not accurately estimate the costs associated with services provided under fixed price contracts, which could impair our financial performance.

        We derive a significant portion of our revenue from fixed-price contracts. Under these contracts, we typically set the price of our services on a per unit or aggregate basis and assume the risk that certain costs associated with our performance may be greater than what we estimated. In addition, we enter into contracts for specific projects or jobs that may require the installation or construction of an entire infrastructure system or specified units within an infrastructure system, which are priced on a per unit basis. Profitability will be reduced if actual costs to complete each unit exceed our original estimates. If estimated costs to complete the remaining work for the project exceed the expected revenue to be earned, the full amount of any expected loss on the project is recognized in the period the loss is determined. Our profitability is therefore dependent upon our ability to accurately estimate the costs associated with our services and our ability to execute in accordance with our plans. A variety of factors affect these costs, such as lower than anticipated productivity, conditions at work sites differing materially from those anticipated at the time we bid on the contract and higher costs of materials and labor. These variations, along with other risks inherent in performing fixed price contracts, may cause actual project revenue and profits to differ from original estimates. As a result, if actual costs exceed our estimates, we could have lower margins than anticipated, or losses, which could reduce our business, financial condition, results of operations, profitability, cash flows and growth prospects.

We recognize revenue from installation/construction fixed price contracts using the percentage-of-completion method; therefore, variations of actual results from our assumptions may reduce our profitability.

        We recognize revenue from fixed price contracts using the percentage-of-completion method, under which the percentage of revenue to be recognized in a given period is measured by the percentage of costs incurred to date on the contract to the total estimated costs for the contract. The percentage-of-completion method therefore relies on estimates of total expected contract costs. Contract revenue and total cost estimates are reviewed and revised on an ongoing basis as the work progresses. Adjustments arising from changes in the estimates of contracts revenue or costs are reflected in the fiscal period in which such estimates are revised. Estimates are based on management's reasonable assumptions, judgment and experience, but are subject to the risks inherent in estimates, including unanticipated delays or technical complications. Variances in actual results from related estimates on a large project, or on several smaller projects, could be material. The full amount of an estimated loss on a contract is recognized in the period that our estimates indicate such a loss. Such adjustments and accrued losses could result in reduced profitability, which could negatively impact our liquidity and results of operations.

Our failure to recover adequately on claims against project owners, subcontractors or suppliers for payment or performance could have a material adverse effect on our financial results.

        We occasionally bring claims against project owners for additional costs that exceed the contract price or for amounts not included in the original contract price. Similarly, we present change orders and claims to our subcontractors and suppliers. If we fail to properly document the nature of change orders or claims, or are otherwise unsuccessful in negotiating a reasonable settlement, we could incur reduced profits, cost overruns or a loss on the project. These types of claims can often occur due to matters such as owner-caused delays, changes from the initial project scope, which result in additional cost, both direct and indirect, or from project or contract terminations. From time to time, these claims can be the subject of lengthy and costly proceedings, and it is often difficult to accurately predict when

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these claims will be fully resolved. When these types of events occur and unresolved claims are pending, we may invest significant working capital in projects to cover cost overruns pending the resolution of the relevant claims. A failure to promptly recover on these types of claims could have a material adverse effect on our liquidity and financial results.

Our business may be affected by difficult work sites and environments, which could cause delays and/or increase our costs and reduce profitability.

        We perform work under a variety of conditions, including, but not limited to, challenging and hard to reach terrain and difficult site conditions. Performing work under such conditions can result in project delays or cancellations, potentially causing us to incur additional, unanticipated costs, reductions in revenue or the payment of liquidated damages. In addition, some of our contracts require that we assume the risk should actual site conditions vary from those expected. Some of our projects involve challenging engineering, procurement and construction phases, which may occur over extended time periods. We may encounter difficulties in engineering, delays in designs or materials provided by the customer or a third party, equipment and material delivery delays, schedule changes, delays from customer failure to timely obtain rights-of-way, weather-related delays, delays by subcontractors in completing their portion of the project and other factors, some of which are beyond our control, but which affect our ability to complete a project as originally scheduled. In some cases, delays and additional costs may be substantial, and we may be required to cancel a project and/or compensate the customer for the delay. We may not be able to recover any of such costs. Any such delays or cancellations or errors or other failures to meet customer expectations could result in damage claims substantially in excess of the revenue associated with a project. Delays or cancellations could also negatively impact our reputation or relationships with our customers, which could adversely affect our ability to secure new contracts and our business, financial condition, results of operations, profitability, cash flows and growth prospects.

We derive a significant portion of our revenue from a concentrated base of customers, and the loss of a small number of our significant customers, or a reduction in their demand for our services, could impair our financial performance.

        Our business is concentrated among relatively few customers, and a significant proportion of our services are provided on a project by project basis. Although we have not been dependent upon any one customer, our revenue could significantly decline if we were to lose a small number of our significant customers, or if a few of our customers elected to perform the work that we provide with in-house service teams. In addition, our results of operations, cash flows and liquidity could be negatively affected if our customers reduce the amount of business they provide to us, or if we complete the required work on non-recurring projects and cannot replace them with similar projects. Many of the contracts with our largest customers may be canceled on short or no advance notice. Any of these factors could negatively impact our results of operations, cash flows and liquidity. See Note 2—Summary of Significant Accounting Policies and Note 11—Commitments and Contingencies, in the notes to IEA's audited consolidated financial statements, which are included elsewhere in this proxy statement.

A drop in the price of energy sources other than solar or wind energy would adversely affect our results of operations.

        We believe that a customer's decision to invest in solar or wind projects, as opposed to other forms of electric power generation, is to a significant degree driven by the levelized cost of energy production. Changes in technology or cost of commodities could lessen the appeal of wind-generated electricity and other renewables relative to other technologies for power generation. Similarly, government support for other forms of renewable or non-renewable power generation could make construction of wind and

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solar generating projects less attractive to customers economically. The ability of energy conservation technologies, public initiatives and government incentives to reduce electricity consumption could also lead to a reduction in the need for new generating capacity and in turn reduce demand for our services. If prices for electricity generated by wind or solar facilities are not competitive or demand for new production falls, our business, financial condition, results of operations, profitability, cash flows and growth prospects may be materially harmed.

Increases in the costs of fuel could reduce our operating margins.

        The price of fuel needed to run our vehicles and equipment is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the oil and gas producers, war and unrest in oil producing countries, regional production patterns and environmental concerns. Any increase in fuel costs could materially reduce our profitability and liquidity because most of our contracts do not allow us to adjust our pricing for such expenses.

We maintain a workforce based upon current and anticipated workloads. We could incur significant costs and reduced profitability from underutilization of our workforce if we do not receive future contract awards, if these awards are delayed, or if there is a significant reduction in the level of work we provide.

        Our estimates of future performance and results of operations depend on, among other factors, whether and when we receive new contract awards, which affect the extent to which we are able to utilize our workforce. The rate at which we utilize our workforce is affected by a variety of factors, including our ability to manage attrition, our ability to forecast our need for services, which allows us to maintain an appropriately sized workforce, our ability to transition employees from completed projects to new projects or between internal business groups, and our need to devote resources to non-chargeable activities such as training or business development. While our estimates are based upon our good faith judgment, these estimates can be unreliable and may frequently change based on newly available information. In the case of large-scale projects where timing is often uncertain, it is particularly difficult to predict whether and when we will receive a contract award. The uncertainty of contract award timing can present difficulties in matching our workforce size to our contract needs. If an expected contract award is delayed or not received, we could incur costs resulting from reductions in staff or redundancy of facilities, which could reduce our profitability and cash flows.

In the ordinary course of our business, we may become subject to lawsuits, indemnity or other claims, which could materially and adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

        From time to time, we are subject to various claims, lawsuits and other legal proceedings brought or threatened against us in the ordinary course of our business. These actions and proceedings may seek, among other things, compensation for alleged personal injury, workers' compensation, employment discrimination and other employment-related damages, breach of contract, property damage, environmental liabilities, multiemployer pension plan withdrawal liabilities, punitive damages and civil penalties or other losses, liquidated damages, consequential damages, or injunctive or declaratory relief. We may also be subject to litigation involving allegations of violations of the Fair Labor Standards Act and state wage and hour laws. In addition, we generally indemnify our customers for claims related to the services we provide and actions we take under our contracts, and, in some instances, we may be allocated risk through our contract terms for actions by our customers or other third parties.

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        Claimants may seek large damage awards and defending claims can involve significant costs. When appropriate, we establish reserves against these items that we believe to be adequate in light of current information, legal advice and professional indemnity insurance coverage, and we adjust such reserves from time to time according to developments. See Note 11—Commitments and Contingencies in the notes to IEA's audited consolidated financial statements, which are included elsewhere in this proxy statement. We could experience a reduction in our profitability and liquidity if our legal reserves are inadequate, our insurance coverage proves to be inadequate or becomes unavailable, or our self-insurance liabilities are higher than expected. The outcome of litigation is difficult to assess or quantify, as plaintiffs may seek recovery of very large or indeterminate amounts in these types of lawsuits or proceedings, and the magnitude of the potential loss may remain unknown for substantial periods of time. Furthermore, because litigation is inherently uncertain, the ultimate resolution of any such claim, lawsuit or proceeding through settlement, mediation, or court judgment could have a material adverse effect on our business, financial condition or results of operations. In addition, claims, lawsuits and proceedings may harm our reputation or divert management's attention from our business or divert resources away from operating our business, and cause us to incur significant expenses, any of which could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows and growth prospects.

Our inability to enforce non-competition agreements with former principals and key management of the businesses we acquire may adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

        Our existing senior management team has entered into non-competition agreements in our favor and we would generally expect to require key management and former principals of the businesses we acquire to enter into similar non-competition agreements in our favor. Enforceability of these non-competition agreements varies from state to state, and state courts will generally examine all of the facts and circumstances at the time a party seeks to enforce a non-competition agreement; consequently, we cannot predict with certainty whether, if challenged, a court will enforce any particular non-competition agreement. If one or more former principals or members of key management of the businesses we acquire terminate their employment with us and the courts refuse to enforce the non-competition agreement entered into by such person or persons, we might be subject to increased competition, which could materially and adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

Certain of our businesses have employees who are represented by unions or are subject to collective bargaining agreements. The use of a unionized workforce and any related obligations could adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

        Certain of our employees are represented by labor unions and collective bargaining agreements. Although all such collective bargaining agreements prohibit strikes and work stoppages, we cannot be certain that strikes or work stoppages will not occur despite the terms of these agreements. Strikes or work stoppages could adversely affect our relationships with our customers and cause us to lose business. Additionally, as current agreements expire, the labor unions may not be able to negotiate extensions or replacements on terms favorable to their members, or at all, or avoid strikes, lockouts or other labor actions from time to time that may affect their members. Therefore, it cannot be assured that new agreements will be reached with employee labor unions as existing contracts expire, or on desirable terms. Any action against us relating to the union workforce we employ could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows and growth prospects.

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Our participation in multiemployer pension plans may subject us to liabilities that could materially and adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

        Substantially all of our union and collective bargaining agreements require us to participate with other companies in multiemployer pension plans. To the extent that U.S.-registered plans are underfunded defined benefit plans, the Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980 (collectively, "ERISA"), which governs U.S.-registered multiemployer pension plans, subjects employers to substantial liabilities upon the employer's complete or partial withdrawal from, or upon termination of, such plans. Under current law pertaining to employers that are contributors to U.S.-registered multiemployer defined benefit plans, a plan's termination, an employer's voluntary withdrawal from, or the mass withdrawal of contributing employers from, an underfunded multiemployer defined benefit plan requires participating employers to make payments to the plan for their proportionate share of the multiemployer plan's unfunded vested liabilities. These liabilities include an allocable share of the unfunded vested benefits of the plan for all plan participants, not only for benefits payable to participants of the contributing employer. As a result, participating employers may bear a higher proportion of liability for unfunded vested benefits if the other participating employers cease to contribute to, or withdraw from, the plan. The allocable portion of liability to participating employers could be more disproportionate if employers that have withdrawn from the plan are insolvent, or if they otherwise fail to pay their proportionate share of the withdrawal liability. We currently contribute, and in the past have contributed to, plans that are underfunded, and, therefore, could have potential liability associated with a voluntary or involuntary withdrawal from, or termination of, these plans. We currently do not have plans to withdraw from, and are not aware of related liabilities associated with these plans. However, there can be no assurance that we will not be assessed liabilities in the future. The Pension Protection Act of 2006 (the "PPA") requires that underfunded pension plans improve their funding ratios within prescribed intervals based on their level of underfunding, under which benefit reductions may apply and/or participating employers could be required to make additional contributions. In addition, if a multiemployer defined benefit plan fails to satisfy certain minimum funding requirements, the Internal Revenue Service (the "IRS") may impose on the employers contributing to such a plan a non-deductible excise tax of 5% of the amount of the accumulated funding deficiency.

        Based upon the information available to us from plan administrators as of December 31, 2016, several of the multiemployer pension plans in which we participate are underfunded and, as a result, we could be required to increase our contributions, including in the form of a surcharge on future benefit contributions. The amount of additional funds we may be obligated to contribute in the future cannot be estimated, as these amounts are based on future levels of work of the union employees covered by these plans, investment returns and the level of underfunding of such plans.

        Withdrawal liabilities, requirements to pay increased contributions, and/or excise taxes in connection with any of the multiemployer pension plans in which we participate could negatively impact our business, financial condition, results of operations, profitability, cash flows and growth prospects.

Our financial results are based, in part, upon estimates and assumptions that may differ from actual results.

        In preparing our consolidated financial statements in conformity with U.S. GAAP, management makes a number of estimates and assumptions that affect the amounts reported in our consolidated financial statements. These estimates and assumptions must be made because certain information used in the preparation of our consolidated financial statements is either dependent on future events or cannot be calculated with a high degree of precision from data available. In some cases, these estimates are particularly uncertain and we must exercise significant judgment. Key estimates include: the recognition of revenue and project profit or loss, which we define as project revenue less project costs of revenue, including project-related depreciation, in particular, on long-term construction contracts or

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other projects accounted for under the percentage-of-completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of probable contract price adjustments; allowances for doubtful accounts; estimated fair values of goodwill and intangible assets, acquisition-related contingent consideration, investments in equity investees; asset lives used in computing depreciation and amortization; accrued self-insured claims; share-based compensation; other reserves and accruals; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. Actual results could differ materially from the estimates and assumptions that we use, which could have a material adverse effect on our results of operations, cash flows and liquidity. See Note 2—Summary of Significant Accounting Policies in the notes to IEA's audited consolidated financial statements, which is included elsewhere in this proxy statement.

We may have additional tax liabilities associated with our domestic operations and discontinued Canadian operations.

        We are currently subject to federal and state income taxes in the United States. Management must exercise significant judgment in determining our provision for income taxes due to lack of clear and concise tax laws and regulations in certain jurisdictions. Tax laws may be changed or clarified and such changes may adversely affect our tax provisions. We are audited by various U.S. tax authorities and in the ordinary course of our business there are many transactions and calculations for which the ultimate tax determination may be uncertain. In addition, we have certain ongoing audits and tax disputes with tax authorities in Canada. Although we believe that our tax estimates are reasonable and that we maintain appropriate reserves for our potential liability, the final outcome of tax audits and related litigation could be materially different from that which is reflected in our financial statements.

Warranty claims and foreign exchange and currency risks resulting from our services could have a material adverse effect on our business.

        We generally warrant the work we perform for a two-year period following substantial completion of a project, subject to further extensions of the warranty period following repairs or replacements. We have not historically accrued reserves for potential warranty claims in the United States, as they have not been material, but such claims could potentially increase. We do maintain reserves for warranty claims with respect to our discontinued operations in Canada. If warranty claims in the United States occur, we could be required to repair or replace warrantied items at our cost, or, if our customers elect to repair or replace the warrantied item using the services of another provider, we could be required to pay for the cost of the repair or replacement. Additionally, while we generally require that the materials provided to us by suppliers have warranties consistent with those we provide to our customers, if any of these suppliers default on their warranty obligations to us, we may incur costs to repair or replace the defective materials for which we are not reimbursed. The costs associated with such warranties, including any warranty-related legal proceedings, could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows and growth prospects.

        Also, we denominate our contracts in U.S. dollars or in the currencies of our costs. In the past, however, we have entered, and in the future, we may enter, into new contracts in foreign locations that are denominated in currencies other than U.S. dollars, subjecting us to currency risk exposure, particularly when the contract revenue is denominated in a currency different from the contract costs. To the extent that we enter into contracts in the future that are not denominated in U.S. dollars, we will be subject to foreign currency risks, including risks resulting from changes in foreign exchange rates and limitations on our ability to reinvest earnings from operations in one country to fund the financing requirements of our operations in other countries.

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Our replacement credit facility will likely impose restrictions on us that may prevent us from engaging in transactions that might benefit us, including responding to changing business and economic conditions or securing additional financing, if needed.

        We anticipate that the terms of our replacement credit facility will contain customary events of default and covenants that will restrict us from taking certain actions without satisfying certain financial tests or obtaining the consent of the lenders. The restricted actions are expected to include, among other things:

    making unfinanced capital expenditures;

    engaging in transactions with affiliates;

    buying back shares or paying dividends in excess of specified amounts;

    making investments and acquisitions in excess of specified amounts;

    incurring additional indebtedness in excess of specified amounts;

    creating certain liens against our assets;

    prepaying subordinated indebtedness;

    engaging in certain mergers or combinations;

    failing to satisfy certain financial tests; and

    engaging in transactions that would result in a "change of control" (as defined in the replacement credit facility).

Our replacement credit facility will require that we comply with a consolidated leverage ratio and maintain a minimum level of EBITDA. Should we be unable to comply with the terms and covenants of our replacement credit facility, we would be required to obtain consents from our bank group, further modify our replacement credit facility or secure another source of financing to continue to operate our business, none of which may be available to us on reasonable terms or at all. A default could also result in the acceleration of our obligations under the replacement credit facility. In addition, these covenants may prevent us from engaging in transactions that benefit us, including responding to changing business and economic conditions or securing additional financing, if needed. To the extent we need additional financing, we may not be able to obtain such financing at all or on favorable terms, which may materially decrease our profitability, cash flows and liquidity.

We may be unable to obtain sufficient bonding capacity to support certain service offerings, and the need for performance and surety bonds may reduce our availability under our replacement credit facility.

        Some of our contracts require performance and payment bonds. If we are not able to renew or obtain a sufficient level of bonding capacity in the future, we may be precluded from being able to bid for certain contracts or successfully contract with certain customers. In addition, even if we are able to successfully renew or obtain performance or payment bonds, we may be required to post letters of credit or other collateral security in connection with the bonds, which would reduce availability under our replacement credit facility. Furthermore, under standard terms in the surety market, sureties issue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of additional collateral as a condition to issuing or renewing any bonds. If we were to experience an interruption or reduction in the availability of bonding capacity as a result of these or any other reasons, we may be unable to compete for or work on certain projects that require bonding.

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Risks Related to IEA's Industry and its Customers' Industries

Economic downturns could reduce capital expenditures in the industries we serve, which could result in decreased demand for our services.

        The demand for our services has been, and will likely continue to be, cyclical in nature and vulnerable to general downturns in the U.S. economy. During economic downturns, our customers may not have the ability to fund capital expenditures for infrastructure, or may have difficulty obtaining financing for planned projects. In addition, uncertain or adverse economic conditions that create volatility in the credit and equity markets may reduce the availability of debt or equity financing for our customers, causing them to reduce capital spending. This has resulted, and in the future could result, in cancellations of projects or deferral of projects to a later date. Such cancellations or deferrals could materially and adversely affect our results of operations, cash flows and liquidity. These conditions could also make it difficult to estimate our customers' demand for our services and add uncertainty to the determination of our backlog.

        In addition, our customers are negatively affected by economic downturns that decrease the need for their services or the profitability of their services. During an economic downturn, our customers also may not have the ability or desire to continue to fund capital expenditures for infrastructure or may outsource less work. A decrease in related project work could negatively impact demand for the services we provide and could materially adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

Our customers may be adversely affected by market conditions and economic downturns, which could impair their ability to pay for our services.

        Slowing conditions in the industries we serve, as well as economic downturns or bankruptcies within these industries, may impair the financial condition of one or more of our customers and hinder their ability to pay us on a timely basis. In difficult economic times, some of our clients may find it difficult to pay for our services on a timely basis, increasing the risk that our accounts receivable could become uncollectible and ultimately be written off. In certain cases, our clients are project-specific entities that do not have significant assets other than their interests in the project. From time to time, it may be difficult for us to collect payments owed to us by these clients. Delays in client payments may require us to make a working capital investment, which could negatively impact our cash flows and liquidity. If a client fails to pay us on a timely basis or defaults in making payments on a project for which we have devoted significant resources, it could materially and adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

Our industry is highly competitive, which may reduce our market share and harm our financial performance.

        We compete with other companies in most of the markets in which we operate, ranging from small independent firms servicing local markets to larger firms servicing regional and national markets. We also face competition from existing and prospective customers that employ in-house personnel to perform some of the services we provide. Additionally, organizations that have adequate financial resources and access to technical expertise and skilled personnel may become a competitor. Most of our customers' work is awarded through a bid process. Consequently, although management believes reliability is often more important to customers than price, price is often the principal factor that determines which service provider is selected, especially on smaller, less complex projects. Smaller competitors sometimes win bids for these projects based on price alone due to their lower costs and financial return requirements. Additionally, our bids for certain projects may not be successful because of a customer's perception of our relative ability to perform the work as compared to our competitors or a customer's perception of technological advantages held by our competitors as well as other factors. Our business, financial condition, results of operations, profitability, cash flows and growth prospects

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could be materially and adversely affected if we are unsuccessful in bidding for projects or renewing our contracts, or if our ability to win such projects or agreements requires that we accept lower margins.

Many of the industries we serve are subject to customer consolidation, rapid technological and regulatory changes, and our inability or failure to adjust to our customers' changing needs could result in decreased demand for our services.

        We derive a substantial portion of our revenue from customers in the wind utilities and power generation industries, which are subject to consolidation, rapid changes in technology and governmental regulation. Consolidation of any of our customers, or groups of our customers, could result in the loss of one or more of these customers, or could affect customer demand for the services we provide. Additionally, changes in technology may reduce demand for the services we provide.

        New technologies or upgrades to existing technologies by customers could reduce demand for our services. Technological advances may result in lower costs for sources of energy, which could render existing renewable energy projects and technologies uncompetitive or obsolete. Our failure to rapidly adopt and master new technologies as they are developed in any of the industries we serve could have a material adverse effect on our results of operations, cash flows and liquidity. Furthermore, our customers in the wind utilities and power generation industries face stringent regulatory and environmental requirements and permitting processes as they implement plans for their projects, any of which could result in delays, reductions and cancellations of projects, which could materially and adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.

Risks Related to the Business Combination

We will incur increased costs and obligations as a result of being a public, listed company.

        As a privately held company, IEA has not been required to comply with a number of corporate governance and financial reporting practices and policies required for a public company listed on a national stock exchange. As a public, listed company, we will incur significant legal, accounting and other expenses that neither the Company nor IEA was required to incur in the recent past, particularly after the post-combination company is no longer an "emerging growth company," as defined under the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and NASDAQ have created uncertainty for public companies and increased the costs and the time that our board of directors and management will need to devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenue-generating activities.

        Furthermore, the need to establish the corporate infrastructure necessary for a public, listed company may divert management's attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal control over financial reporting, accounting systems disclosure controls and procedures, auditing functions and other procedures related to public reporting in order to meet our reporting obligations as a public company.

        For as long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." We may remain an "emerging growth company" for up to five years or until such earlier time that we have more than $1.07 billion in annual

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revenues, have more than $700,000,000 in market value of our common shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three year period. Further, there is no guarantee that the exemptions available to us under the JOBS Act will result in significant savings. To the extent we choose not to use exemptions from various reporting requirements under the JOBS Act, we may incur additional compliance costs, which may impact earnings and result in further diversion of management time and attention from revenue-generating activities.

IEA's management and independent registered public accounting firm have identified internal control deficiencies, which IEA's management and independent registered public accounting firm believe constitute material weaknesses. If we fail to establish and maintain effective internal control over financial reporting in the future, the ability of the combined company to timely and accurately report its financial results could be adversely affected.

        IEA is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and therefore is not required to make a formal assessment of the effectiveness of its internal control over financial reporting for that purpose. Following the business combination, the combined company will be required to comply with the SEC's rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in the combined company's quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting.

        Although we did not engage our independent registered public accounting firm to conduct an audit of our internal control over financial reporting, in connection with the audits of our consolidated financial statements as of December 31, 2016 and 2015 and for the years then ended, our independent registered public accounting firm informed us that they identified material weaknesses relating to our internal control over financial reporting under standards established by the PCAOB. The PCAOB defines a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a company's financial reporting.

        The material weaknesses identified by our independent registered public accounting firm indicated that IEA has not yet developed an entity level and financial reporting control environment that is designed with appropriate precision, including (i) accounting personnel with an appropriate level of accounting knowledge, experience, and training commensurate with complex accounting issues and financial reporting requirements, (ii) adequate procedures to prepare, document and review areas of significant judgments and accounting estimates, revenue recognition, and accruals (iii) timely and systematic review by management of journal entries.

        IEA has begun implementing a remediation plan, which includes the hiring during November 2017 of an experienced Chief Accounting Officer and a Director of SEC Reporting, and is evaluating whether additional resources may be required, which could result in increased costs following the Business Combination. There is no assurance that the measures IEA has taken to date, or any measures the combined company may take in the future, will be sufficient to remediate the material weaknesses described above or to avoid potential future material weaknesses. If management fails to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, the combined company may not be able to produce timely and accurate financial statements and meet its SEC reporting obligations, which could result in sanctions by Nasdaq or the

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SEC. This could result in a loss of investor confidence and could lead to a decline in the stock price of the combined company.

Our Sponsors, directors and officers have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

        Our Sponsors, directors and officers have agreed to vote any shares of Common Stock owned by them in favor of the Business Combination. Currently, our Sponsors, directors and officers own 21.3% of our issued and outstanding shares of Common Stock, including all of the Founder Shares. Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if our Sponsors, directors and officers agreed to vote any shares of Common Stock owned by them in accordance with the majority of the votes cast by our public stockholders.

Our Sponsors, certain members of our Board and our officers have interests in the Business Combination that are different from or are in addition to the interests of our stockholders in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement.

        When considering our Board's recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal, our stockholders should be aware that the directors and officers of the Company have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

    the fact that our Initial Stockholders cannot redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

    the fact that our Sponsors paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at $37,500,000 (based upon a $10.00 per share price for our Common Stock);

    the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if we fail to complete an initial business combination by July 12, 2018;

    the fact that our Sponsors paid an aggregate of $3,400,000 for their 340,000 private placement units and that such private placement units will be worthless if a business combination is not consummated by July 12, 2018;

    the continued right of our Sponsors to hold our Common Stock and the shares of Common Stock to be issued to our Sponsors upon exercise of their private placement warrants following the Business Combination, subject to certain vesting restrictions and lock-up periods;

    if the proceeds in the Trust Account are reduced below (i) $10.00 per public share or (ii) a lesser amount per public share as of the date of the liquidation of the Trust Account due to reductions in value of the trust assets as a result of the failure to obtain a waiver of claims against the Trust Account from counterparties to contracts, and Mr. Meghji asserts that he is unable to satisfy his indemnification obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Mr. Meghji to enforce his indemnification obligations;

    the anticipated continuation of certain members of our Board as directors of the post-combination company;

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    the continued indemnification of our existing directors and officers and the continuation of our directors' and officers' liability insurance after the Business Combination;

    the fact that our Sponsors, officers and directors will lose their entire investment in us if an initial business combination is not consummated by July 12, 2018;

    that, as described in the Charter Amendment Proposals and reflected in Exhibit B of Annex B, our current certificate of incorporation will be amended to exclude the Sponsors, Oaktree Capital and Seller and each of their respective successors, certain affiliates and each of their respective transferees from the definition of "interested stockholder," thereby permitting them to enter into business combinations without complying with Section 203 of the DGCL; and

    that, at the Closing we will (i) enter into the Registration Rights Agreement, which provides certain stockholders and their permitted transferees with registration rights, and the Investor Rights Agreement, which provides that the Sponsors and Oaktree will each have certain veto rights and director nomination rights, and (ii) adopt amended and restated bylaws, which permit directors nominated by the Sponsors or Oaktree to call a special meeting of the Company's stockholders and contains certain super majority voting rights so long as the Investor Rights Agreement is in effect with respect to the Sponsors.

Our Initial Stockholders, including our Sponsors and our independent directors, hold a significant number of shares of our Common Stock. They will lose their entire investment in us if a business combination is not completed.

        Our Initial Stockholders hold in the aggregate 4,210,000 Founder Shares and private placement units, which will be worthless if we do not complete a business combination by July 12, 2018.

        The Founder Shares and private placement shares are identical to the shares of Common Stock included in the public units, except that (i) the Founder Shares and private placement shares are subject to certain transfer restrictions, (ii) our Initial Stockholders, officers and directors have entered into letter agreements with us, pursuant to which they have agreed (a) to waive their redemption rights with respect to any shares of Common Stock (other than any public shares, in the case of Cantor Fitzgerald) that they may hold in connection with the consummation of the Business Combination and (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if we fail to complete our Business Combination by July 12, 2018 (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our Business Combination by July 12, 2018).

        The personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting IEA, may influence their motivation in completing a business combination with IEA and may influence their operation of the post-combination company following the Business Combination.

Our Sponsors, directors or officers or their affiliates may elect to purchase shares from public stockholders, which may influence the vote on the proposed Business Combination and reduce the public "float" of our Common Stock.

        Our Sponsors, directors or officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsors, directors, officers or their affiliates purchase shares in privately negotiated

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transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy closing conditions in the Merger Agreement, including the condition that the Available Cash equals or exceeds $100,000,000. This may result in the completion of our Business Combination that may not otherwise have been possible.

        In addition, if such purchases are made, the public "float" of our Common Stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on the NASDAQ or another national securities exchange or reducing the liquidity of the trading market for our Common Stock.

Our public stockholders may experience dilution as a consequence of the issuance of Common Stock as consideration in the Business Combination.

        It is anticipated that, upon completion of the Business Combination: (i) the Company's public stockholders will own approximately 51.4% of the post-combination company's outstanding Common Stock; (ii) our Initial Stockholders (including our Sponsors) will own approximately 14.4% of the post-combination company's outstanding Common Stock and (iii) Seller will own approximately 34.2% of the post-combination company's outstanding Common Stock. These ownership percentages take into account both the vested Founder Shares and Unvested Founder Shares and assume that no shares of Common Stock are elected to be redeemed by the Company's public stockholders, 10,000,000 shares of Common Stock are issued to Seller at Closing, and the Company does not issue any additional Common Stock between the date of the Merger Agreement and the Closing Date. The above-stated ownership percentages with respect to the post-combination company do not take into account (a) warrants that will remain outstanding immediately following the Business Combination or (b) the issuance of any shares under the Incentive Plan, a copy of which is attached to this proxy statement as Annex C. If the actual facts are different from these assumptions (which they are likely to be), the ownership percentage retained by the Company's public stockholders in the post-combination company will be different from the above-stated ownership percentage. Please see the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" for further information. To the extent that any shares of Common Stock are issued pursuant to the earn-out contemplated by the Merger Agreement, upon exercise of the public warrants or the private warrants, upon conversion of the Series A Preferred Stock or under the Incentive Plan, current stockholders may experience substantial additional dilution. Such dilution could, among other things, limit the ability of our current stockholders to influence management of the post-combination company.

There can be no assurance that our Common Stock that will be issued in connection with the Business Combination will be approved for listing on NASDAQ following the Closing, or that we will be able to comply with the continued listing standards of NASDAQ.

        Our Common Stock, public units and public warrants are currently listed on NASDAQ. Our continued eligibility for listing may depend on, among other things, the number of our shares that are redeemed. If, after the Business Combination, NASDAQ delists our Common Stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

    a limited availability of market quotations for our securities;

    reduced liquidity for our securities;

    a determination that our Common Stock is a "penny stock" which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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    a limited amount of news and analyst coverage; and

    a decreased ability to issue additional securities or obtain additional financing in the future.

        The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because our Common Stock, public units and public warrants are listed on NASDAQ, they are covered securities. Although the states are preempted from regulating the sale of our securities, if we were no longer listed on NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

        In addition, it is a condition to the obligation of Seller and IEA to close the Business Combination that the Common Stock to be issued to Seller at the Closing has been approved for listing on NASDAQ. If such Common Stock is not approved for listing on NASDAQ, Seller and IEA could elect not to close the Business Combination.

Resales of the shares of Common Stock included in the Common Stock Consideration could depress the market price of our Common Stock.

        There may be a large number of shares of Common Stock sold in the market following the completion of the Business Combination or shortly thereafter. The 15,000,000 shares (assuming no redemptions) held by the Company's public stockholders will continue to be freely tradeable. The Founder Shares and shares of Common Stock issued to Seller at Closing will be subject to a 180 day lock-up (subject to certain agreed exceptions) and, thereafter, may only be sold pursuant to a registration statement or, following the one-year anniversary of the filing of the Form 8-K under Item 2.01 with respect to the consummation of the Business Combination, under Rule 144 under the Securities Act. However, we have granted our Initial Stockholders and Seller rights under the Registration Rights Agreement that will require us to register the shares of Common Stock and warrants held by such persons. See "Description of Securities—Registration Rights Agreement." Assuming there are no adjustments to the consideration payable to Seller at Closing, we will have approximately 29,210,000 shares of Common Stock outstanding after the Business Combination. We also intend to register all shares of Common Stock that we may issue under the Incentive Plan. Once we register these shares, shares issued under the Incentive Plan can be freely sold in the public market upon issuance, subject in the case of affiliates to compliance with Rule 144. Such sales of shares of Common Stock or the perception of such sales may depress the market price of our Common Stock.

We have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by July 12, 2018. If we are unable to effect a business combination by July 12, 2018, we will be forced to liquidate and our warrants will expire worthless.

        We are a blank check company, and as we have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by July 12, 2018. Unless we amend our current certificate of incorporation to extend the life of the Company and certain other agreements into which we have entered, if we do not complete an initial business combination by July 12, 2018, we will: (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible

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following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per public unit in the IPO. In addition, if we fail to complete an initial business combination by July 12, 2018, there will be no redemption rights or liquidating distributions with respect to our public warrants or the private placement warrants, which will expire worthless.

Even if we consummate the Business Combination, there is no guarantee that the warrants will ever be in the money, and they may expire worthless.

        Our warrants will become exercisable 30 days after the completion of an initial business combination and will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation as described in our final prospectus dated July 7, 2016, and subsequently filed with the SEC. The exercise price for our warrants is $11.50 per whole share of Common Stock. There is no guarantee that the warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

The Company and IEA will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

        Uncertainty about the effect of the Business Combination on employees and third parties may have an adverse effect on the Company and IEA. These uncertainties may impair our or IEA's ability to retain and motivate key personnel and could cause third parties that deal with us or them to defer entering into contracts or making other decisions or to seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the Business Combination, our or IEA's business could be harmed.

We may waive one or more of the conditions to the Business Combination.

        We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the Business Combination, to the extent permitted by our current certificate of incorporation and bylaws and applicable laws. For example, it is a condition to our obligations and the obligations of Seller and IEA Services to close the Business Combination that the Available Cash equals or exceeds $100,000,000. However, our Board may elect to waive this condition and close the Business Combination, in the event that such condition is also waived by Oaktree. We may not waive the condition that our stockholders approve the Business Combination. Please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Merger Agreement—Conditions to Closing of the Business Combination" for additional information.

The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of our stockholders.

        In the period leading up to the Closing, other events may occur that, pursuant to the Merger Agreement, would require the Company to agree to amend the Merger Agreement, to consent to certain actions or to waive rights that we are entitled to under the Merger Agreement. Such events could arise because of changes in the course of IEA's business, a request by Oaktree or IEA to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on IEA's business and would entitle the Company to terminate the Merger Agreement. In any of such circumstances, it would be in

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the discretion of the Company, acting through its Board and officers, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors and officers described elsewhere in this proxy statement may result in a conflict of interest on the part of one or more of the directors or officers between what he or she may believe is best for the Company and our stockholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this proxy statement, we do not believe there will be any material changes or waivers that our directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the Business Combination that would have a material impact on the stockholders, we may be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of our stockholders with respect to the Business Combination Proposal.

We will incur significant transaction and transition costs in connection with the Business Combination.

        We have incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. We may incur additional costs to retain key employees. All expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby (including the Business Combination), including all financial advisory, legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs, except that if the Business Combination closes, then such fees, costs and expenses will be for the account of the post-combination company, subject to the terms and conditions in the Merger Agreement.

        The Company's transaction expenses as a result of the Business Combination are currently estimated at approximately $25,000,000, together with the $6,000,000 in deferred underwriting commissions and financial advisory fees payable to Cantor Fitzgerald and Jefferies LLC ("Jefferies").

If we are unable to complete an initial business combination, our public stockholders may receive only approximately $10.05 per share on the liquidation of the Trust Account (or less than $10.05 per share in certain circumstances where a third party brings a claim against us), and our warrants will expire worthless.

        If we are unable to complete an initial business combination by July 12, 2018, our public stockholders may receive only approximately $10.05 per share on the liquidation of the Trust Account (or less than $10.05 per share in certain circumstances where a third-party brings a claim against us (as described herein)) and our warrants will expire worthless.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

        Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the funds held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a

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third-party that has not executed a waiver if management believes that such third party's engagement would be significantly more beneficial to us than any alternative.

        Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we are unable to complete our Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors. Mr. Mohsin Meghji has agreed that he will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Mr. Meghji will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether Mr. Meghji has sufficient funds to satisfy his indemnity obligations and we have not asked Mr. Meghji to reserve for such eventuality. Therefore, we cannot assure you that Mr. Meghji would be able to satisfy those obligations.

Our directors may decide not to enforce the indemnification obligations of Mr. Mohsin Meghji, our Chairman and Chief Executive Officer, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

        In the event that the proceeds in the Trust Account are reduced below $10.00 per public share or a lesser amount per public share as of the date of the liquidation of the Trust Account due to reductions in value of the trust assets as a result of the failure to obtain a waiver of claims against the Trust Account from counterparties to contracts, and Mr. Meghji asserts that he is unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Mr. Meghji to enforce his indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Mr. Meghji to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in our Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

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If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

        If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

The Series A Preferred Stock will restrict our ability to pay dividends on the Common Stock and, following the consummation of the Business Combination, our only significant asset will be our ownership interest in IEA and we will be dependent on distributions from IEA Services to pay dividends or make distributions on our Common Stock.

        Until such time as all of the Series A Preferred Stock is redeemed or converted, the post-combination company will not be permitted to pay dividends on the Common Stock other than dividends in the form of additional shares of Common Stock.

        Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than our ownership interest in IEA Services. We will depend on IEA Services for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to our Common Stock. The financial condition and operating requirements of IEA Services may limit our ability to obtain cash from IEA Services. The earnings from, or other available assets of, IEA Services may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Common Stock or satisfy our other financial obligations.

        The ability of IEA Services to make distributions, loans and other payments to us for the purposes described above and for any other purpose will be governed by the terms of the replacement credit facility, and will be subject to the negative covenants set forth therein.

The Series A Preferred Stock will rank senior to the Common Stock in an event of liquidation involving the Company.

        In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any voluntary or involuntary bankruptcy, insolvency or similar proceeding by or against the Company (any such events, "liquidation events"), the holders of the Series A Preferred Stock will be entitled to be paid the stated value of their Series A Preferred Stock plus all accrued and unpaid dividends before any payments can be made on the Common Stock. In the event the Company's assets are not sufficient to pay the stated value of their Series A Preferred Stock plus all accrued and unpaid dividends, holders of Common Stock may not receive any assets in connection with a liquidation event. See "Description of Securities."

Subsequent to our completion of our Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

        Although we have conducted due diligence on IEA, we cannot assure you that this diligence will surface all material issues that may be present in IEA's business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of IEA's

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business and outside of our and IEA's control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the post-combination company or its securities. Accordingly, any of our stockholders who choose to remain stockholders following our Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that this proxy statement relating to the Business Combination contained an actionable material misstatement or material omission.

Because we have no operating or financial history, the post-combination company's results of operations may differ significantly from the unaudited pro forma financial data included in this proxy statement.

        We are a blank check company and we have no operating history and no revenues. This proxy statement includes unaudited pro forma condensed combined financial statements for the post-combination company. The unaudited pro forma condensed combined statement of operations of the post-combination company combines the historical audited results of operations of the Company for the period ended December 31, 2016 and the unaudited results of the Company for the nine months ended September 30, 2017, with the historical audited results of operations of IEA for the year ended December 31, 2016 and the unaudited results of IEA for the nine months ended September 30, 2017, respectively, and gives pro forma effect to the Business Combination as if it had been consummated on January 1, 2016. The unaudited pro forma condensed combined balance sheet of the post-combination company combines the historical balance sheets of the Company as of September 30, 2017 and of IEA as of September 30, 2017 and gives pro forma effect to the Business Combination as if it had been consummated on September 30, 2017.

        The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the post-combination company. Accordingly, the post-combination company's business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled "Unaudited Pro Forma Condensed Combined Financial Information."

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

        We will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

    changes in the valuation of our deferred tax assets and liabilities;

    expected timing and amount of the release of any tax valuation allowances;

    tax effects of stock-based compensation;

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    costs related to intercompany restructurings;

    changes in tax laws, regulations or interpretations thereof; and

    lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

        In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

        Following the Business Combination, the price of our securities may fluctuate significantly due to the market's reaction to the Business Combination and general market and economic conditions. An active trading market for our securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of our securities after the Business Combination can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our securities are not listed on, or become delisted from, NASDAQ for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on NASDAQ or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the Business Combination's benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline.

        If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of the Company's securities prior to the Closing may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the Business Combination.

        In addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. The valuation ascribed to IEA and our Common Stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

        Factors affecting the trading price of the post-combination company's securities following the Business Combination may include:

    actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

    changes in the market's expectations about our operating results;

    the public's reaction to our press releases, our other public announcements and our filings with the SEC;

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    speculation in the press or investment community;

    success of competitors;

    our operating results failing to meet the expectation of securities analysts or investors in a particular period;

    changes in financial estimates and recommendations by securities analysts concerning the post-combination company or the market in general;

    operating and stock price performance of other companies that investors deem comparable to the post-combination company;

    our ability to successfully identify, consummate and integrate business acquisitions;

    our ability to market new and enhanced products on a timely basis;

    changes in laws and regulations affecting our business;

    commencement of, or involvement in, litigation involving the post-combination company;

    changes in the post-combination company's capital structure, such as future issuances of securities or the incurrence of additional debt;

    the volume of shares of our Common Stock available for public sale;

    any major change in our Board or management;

    sales of substantial amounts of Common Stock by our directors, officers or significant stockholders or the perception that such sales could occur; and

    general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

        Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and NASDAQ have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to the post-combination company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

        In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management's attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

        Our quarterly operating results may fluctuate significantly because of several factors, including:

    labor availability and costs for hourly and management personnel;

    profitability of our products and services, especially in new markets and due to seasonal fluctuations;

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    changes in interest rates;

    impairment of long-lived assets;

    macroeconomic conditions, both nationally and locally;

    negative publicity relating to products and services we offer;

    changes in consumer preferences and competitive conditions;

    expansion to new markets; and

    fluctuations in commodity prices.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the post-combination company, its business, or its market, or if they change their recommendations regarding our Common Stock adversely, then the price and trading volume of our Common Stock could decline.

        The trading market for our Common Stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on the Company or the post-combination company. If no securities or industry analysts commence coverage of the post-combination company, our stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the post-combination company change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Common Stock would likely decline. If any analyst who may cover the Company were to cease coverage of the post-combination company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

We may be unable to obtain additional financing to fund the operations and growth of the post-combination company.

        We may require additional financing to fund the operations or growth of the post-combination company. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the post-combination company. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our Business Combination.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

        We are subject to laws, regulations and rules enacted by national, regional and local governments and NASDAQ. In particular, we are required to comply with certain SEC, NASDAQ and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

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Our Sponsors and Oaktree will have significant influence over us after completion of the Business Combination.

        Upon completion of the Business Combination, it is anticipated that our Sponsors and Seller will beneficially own approximately 14.4% and 34.2%, respectively, of our Common Stock (assuming no redemptions). These ownership percentages take into account both the vested Founder Shares and Unvested Founder Shares and assume that (i) no shares of Common Stock are elected to be redeemed by the Company's public stockholders, (ii) 10,000,000 shares of Common Stock are issued to Seller at Closing and (iii) the Company does not issue any additional Common Stock between the date of the Merger Agreement and the Closing Date.

        As long as our Sponsors or Seller own or control a significant percentage of our outstanding voting power, they will have the ability to significantly influence all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our Board, any amendment to our certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets.

        In addition, pursuant to the terms of the Investor Rights Agreement, each of Oaktree, on the one hand, and the Sponsors, on the other hand, will have consent rights over certain matters for so long as the Selling Stockholders or the Sponsors, respectively, directly or indirectly, beneficially own at least fifty percent (50%) of the Common Stock (including Unvested Founder Shares in the case of the Sponsors) beneficially owned by the Selling Stockholders or the Sponsors, respectively, as of the Closing Date, including:

    entering into, waiving, amending or otherwise modifying the terms of any transaction or agreement between the Company or any of its subsidiaries, on the one hand, and (a) the Sponsors or their affiliates or any affiliate of the Company, on the other hand (in the case of Oaktree) other than the exercise of any rights under certain existing agreements (without giving effect to any subsequent amendments) or (b) certain Selling Stockholders, Oaktree or their affiliates (in the case of the Sponsors), subject to certain exceptions, and other than the exercise of any rights under certain existing agreements (without giving effect to any subsequent amendments);

    hiring or removing the Chief Executive Officer or any other executive officer of the Company or its subsidiaries; or

    except as contemplated by the Investor Rights Agreement, increasing or decreasing the size of the Board.

        The Sponsors and Oaktree will also have ongoing rights to nominate one or two directors, depending on the ownership interests of the Selling Stockholders or the Sponsors, respectively, and, in the case of an increase in the size of the Board or an increase in their respective ownership percentages, additional directors proportional to their respective ownership percentages.

        In addition, Oaktree's consent will be required under the terms of the Certificate of Designation for the Company and its subsidiaries to take certain actions (as further described in the section entitied "Description of Securities"), including:

    Creating, authorizing or issuing any stock that ranks senior to or on parity with the Series A Preferred Stock with respect to payment of dividends or upon liquidation, any capital stock that votes as a single class with the holders of Series A Preferred Stock with respect to the consent rights granted pursuant to the Certificate of Designation, or any stock of any subsidiary of the Company (with certain exceptions);

    Reclassifying or amending any capital stock if it would render such capital stock senior to or on parity with the Series A Preferred Stock;

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    Entering into any agreement with respect to or consummating any merger, consolidation or similar event pursuant to which the Company or its subsidiary would not be the surviving entity if as a result of which any capital stock of such surviving entity would rank senior to or on parity with the Series A Preferred Stock;

    Incurring or guaranteeing debt if as a result the Company and its subsidiaries would have aggregate debt in excess of $5,000,000 other than pursuant to the replacement credit facility or any refinancing thereof;

    Authorizing or consummating any change of control event or liquidation (as described in the Certificate of Designation); or

    Modifying the Certificate of Designation or other organizational document of the Company in a manner that would reasonably be expected to be materially adverse to the holders of Series A Preferred Stock.

        The interests of our Sponsors or Oaktree (as representative of Seller) may not align with the interests of our other stockholders. Our Sponsors and Oaktree are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. Our Sponsors or Oaktree may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. Our current certificate and our proposed certificate of incorporation also provides that our Sponsors and Oaktree and their respective partners, principals, directors, officers, members, managers and/or employees, including any of the foregoing who serve as officers or directors of the post-combination company, do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the post-combination company or any of its subsidiaries.

We have not registered the shares of Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

        We have not registered the shares of Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of that certain Warrant Agreement, dated as of July 7, 2016 ("Warrant Agreement"), by and between the Company and Continental Stock Transfer & Trust Company (including any reduction of the warrant price set forth therein), we have agreed, as soon as practicable, but in no event later than 30 days after the Closing, to use our best efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the Common Stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the Warrant Agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 90 days after the Closing, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption is available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the

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warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Common Stock included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Common Stock for sale under all applicable state securities laws.

The exercise price for our warrants is higher than in many similar blank check company offerings in the past, and, accordingly, the warrants are more likely to expire worthless.

        The exercise price of our warrants is higher than is typical with many similar blank check companies in the past. Historically, with regard to units offered by blank check companies, the exercise price of a warrant was generally a fraction of the purchase price of the units in the initial public offering. The exercise price for our warrants is $5.75 per half share, or $11.50 per whole share, subject to adjustment as provided herein. As a result, the warrants are less likely to ever be in the money and more likely to expire worthless.

We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then-outstanding warrants.

        Our warrants were issued in registered form under the Warrant Agreement. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of Common Stock purchasable upon exercise of a warrant.

We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

        We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Common Stock equals or exceeds $24.00 per share on each of 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force the warrant holders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants. None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their respective permitted transferees.

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Because each warrant is exercisable for only one-half of one share of our Common Stock, the units may be worth less than units of other blank check companies.

        Each warrant is exercisable for one-half of one share of Common Stock. Warrants may be exercised only for a whole number of shares of Common Stock. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the warrant holder. As a result, warrant holders who did not purchase an even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional interest that will not be issued. This is different from other companies similar to ours whose units include one share of common stock and one warrant to purchase one whole share. This unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

        Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete an initial business combination by July 12, 2018 may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following July 12, 2018 in the event we do not complete an initial business combination and, therefore, we do not intend to comply with those procedures.

        Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the ten years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete an initial business combination by July 12, 2018 is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

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If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board and us to claims of punitive damages.

        If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

Anti-takeover provisions contained in our proposed certificate of incorporation and proposed bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

        Assuming the passage of Proposal Nos. 1 through 6 of this proxy statement, the post-combination company's proposed certificate of incorporation will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These provisions will include:

    a staggered Board providing for three classes of directors, which limits the ability of a stockholder or group to gain control of our Board;

    a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

    a prohibition on stockholders calling a special meeting and the requirement that a special meeting of stockholders may only be called by (i) the chairman of our Board, (ii) our Chief Executive Officer, (iii) a majority of our Board, or (iv) directors designated by the Sponsors or Oaktree subject to certain conditions set forth in the Investor Rights Agreement; and

    the requirement that changes or amendments to certain provisions of our certificate of incorporation or bylaws must be approved by holders of at least two-thirds of the Common Stock of the post-combination company and, in the case of our Bylaws, in some cases 80% of the Common Stock.

The JOBS Act permits "emerging growth companies" like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

        We qualify as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, which we refer to as the "JOBS Act." As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem

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important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) following July 12, 2021, the fifth anniversary of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Common Stock that is held by non-affiliates exceeds $700,000,000 as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Because IEA had net revenues during its last fiscal year of approximately $614,000,000, if we expand our business or increase our revenues post-Business Combination, we may cease to be an emerging growth company prior to July 12, 2021.

        In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

        We cannot predict if investors will find our Common Stock less attractive because we will rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.

Risks Related to the Redemption

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Business Combination, even if a substantial portion of our stockholders do not agree with it.

        Our current certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC's "penny stock" rules). However, the Merger Agreement provides that our obligation and the obligation of IEA Parent and IEA Services to consummate the Business Combination is conditioned on the amount of Available Cash, equaling or exceeding $100,000,000. As a result, we may be able to complete our Business Combination even though a substantial portion of our public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to our Sponsors, directors or officers or their affiliates. As of the date of this proxy statement, no agreements with respect to the private purchase of public shares by the Company or the persons described above have been entered into with any such investor or holder. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals (as described in this proxy statement) at the Special Meeting.

        In the event the aggregate cash consideration we would be required to pay for all shares of Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash

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available to us, we may not complete the Business Combination or redeem any shares, all shares of Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

If you or a "group" of stockholders of which you are a part are deemed to hold an aggregate of more than twenty percent (20%) of our Common Stock issued in the IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 20% of our Common Stock issued in the IPO.

        A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13d-3 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the public shares. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, the Company will require each public stockholder seeking to exercise redemption rights to certify to the Company whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to the Company at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which the Company makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over our ability to consummate the Business Combination and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if we consummate the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 20% of the public shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. We cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of our Common Stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge the Company's determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

        However, our stockholders' ability to vote all of their shares (including such excess shares) for or against the Business Combination or any other proposal contained in this proxy statement is not restricted by this limitation on redemption.

There is no guarantee that a stockholder's decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

        We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of the Company might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement. A stockholder should consult the stockholder's own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

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Stockholders of the Company who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their shares of our Common Stock for a pro rata portion of the funds held in our Trust Account.

        Public stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things (i) submit a request in writing and (ii) tender their certificates to our Transfer Agent or deliver their shares to the Transfer Agent electronically through the DWAC system at least two business days prior to the Special Meeting. In order to obtain a physical stock certificate, a stockholder's broker and/or clearing broker, DTC and our Transfer Agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because we do not have any control over this process or over the brokers, which we refer to as "DTC," it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

        Stockholders electing to redeem their shares will receive their pro rata portion of the Trust Account including interest (which interest shall be net of taxes payable), calculated as of two business days prior to the anticipated consummation of the Business Combination. Please see the section entitled "Special Meeting of Company Stockholders—Redemption Rights" for additional information on how to exercise your redemption rights.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

        If, despite our compliance with the proxy rules, a stockholder fails to receive our proxy materials, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy materials that we are furnishing to holders of our public shares in connection with our Business Combination describes the various procedures that must be complied with in order to validly redeem public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The unaudited pro forma condensed combined balance sheet as of September 30, 2017 combines the historical consolidated balance sheet of IEA as of September 30, 2017 with the historical consolidated balance sheet of the Company as of September 30, 2017, giving effect to the Business Combination as if it had been consummated as of that date. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2017 combines the historical consolidated statement of operations of IEA for the nine months ended September 30, 2017 and the year ended December 31, 2016 with the historical consolidated statement of operations of the Company for each corresponding period, giving effect to the Business Combination as if it had occurred on January 1, 2016.

        The following unaudited pro forma financial statements give effect to the following transactions:

    The Mergers;

    The release of all of the funds held in the Company's Trust Account;

    Upon the consummation of the Mergers, the payment by the Company of the Estimated Merger Consideration to IEA Parent (as further described below);

    Upon the consummation of the Mergers, the termination by IEA of its existing credit facility and the entry by IEA into the replacement credit facility, initially providing for a $50.0 million revolving credit facility maturing on the third anniversary of the Closing Date (the "New Revolving Facility") and a $50.0 million delayed-draw term loan facility maturing on the third anniversary of the Closing Date; and

    The payment by the Company of fees, expenses and other amounts associated with the Business Combination out of funds released from the Company's Trust Account or amounts borrowed under the New Revolving Facility, to the extent required.

        The amount of merger consideration payable at Closing to IEA Parent (the "Estimated Merger Consideration") will be the sum of (i) $235.0 million, plus (ii) the amount of cash and cash equivalents held by IEA as of the Adjustment Time, plus (iii) an amount equal to the Working Capital Overage (based on Target Working Capital of $(13.9) million), less (iv) an amount equal to the Working Capital Underage (based on Target Working Capital of $(13.9) million), less (v) the amount of IEA's outstanding indebtedness under the existing credit facility, less (vi) certain indebtedness and other obligations of IEA being assumed by the Company at Closing, less (vii) the amount of tax liabilities in connection with the transfer by IEA of certain real property located in Clinton, Indiana, less (viii) $3.0 million to be paid to Oaktree as a reserve for expenses to be incurred by it in its capacity as Seller's representative. The Estimated Merger Consideration will be paid to IEA Parent in a combination of cash, shares of Common Stock and shares of Series A Preferred Stock.

        The amount of the Cash Consideration payable to IEA Parent will be the sum of (a) $100.0 million, plus (b) the sum of (i) the amount of cash and cash equivalents held by IEA as of the Adjustment Time, (ii) any Working Capital Overage, and (iii) an amount equal to the proceeds of any issuances of preferred stock of the Company and/or Common Stock (between the date of the Merger Agreement and the Closing Date), up to $35.0 million, less (c) the sum of (i) any Working Capital Underage, (ii) the amount of IEA's outstanding indebtedness under the existing credit facility, (iii) any portion of the indebtedness assumed by the Company at Closing required by the terms thereof to be repaid as of the Closing and not so prepaid prior to the Adjustment Time, (iv) the amount by which the indebtedness of IEA assumed by the Company at Closing (other than any indebtedness to the extent included in clauses (ii), (iii), (v), (vi) or (vii)) exceeds $1.0 million, (v) the amount by which capitalized lease obligations of IEA exceed $20.0 million in the aggregate, (vi) the amount of any accrued and unpaid taxes of IEA for the pre-Closing tax periods, (vii) without duplication to (vi), the

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amount of tax liabilities in connection with the transfer by IEA of certain real property located in Clinton, Indiana, and (viii) $3.0 million to be paid to Oaktree as a reserve for expenses to be incurred by it in its capacity as representative of Seller.

        The remainder of the consideration to be paid to IEA Parent at Closing (i.e., the Estimated Merger Consideration less the Cash Consideration) will be paid to IEA Parent in shares of Common Stock and Series A Preferred Stock, with such stock consideration split 74.1% in the form of Common Stock and 25.9% in the form of Series A Preferred Stock. For purposes of determining the number of shares of Common Stock issuable with respect to the portion of the consideration payable in Common Stock, the Common Stock will be valued at $10.00 per share. The relative allocation of the consideration as among cash, Common Stock and Series A Preferred Stock will be further adjusted by the Co-Investment Adjustment (assumed to be zero for purposes of these pro forma financial statements) and the Common Stock Adjustments. Because the value of the Common Stock to be paid to IEA Parent would constitute at least 40% of the consideration to be paid to IEA Parent, these pro forma financial statements do not reflect any Common Stock Adjustments.

        Pursuant to the terms of the Company's current certificate of incorporation, holders of the Company's public shares have the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company's Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. The per-share amount the Company will distribute to holders of public shares who properly redeem their public shares will not be reduced by the deferred underwriting commissions the Company is required to pay to its underwriters for its IPO, which occurred in July 2016. The Initial Stockholders, the Company's officers and the Company's remaining directors have agreed to waive their redemption rights with respect to any shares of Common Stock (other than any public shares, in the case of Cantor Fitzgerald).

        The Merger Agreement provides that the obligation of each of IEA Parent and the Company to consummate the Business Combination is conditioned on the satisfaction of the Available Cash Condition.

        IEA Parent will also receive Earn-Out Shares if certain EBITDA thresholds specified in the Merger Agreement are met in either or both of fiscal years 2018 and 2019, with a total of 9,000,000 shares of Common Stock being earnable for both such years in the aggregate.

        The historical financial information of IEA was derived from the unaudited condensed consolidated financial statements of IEA as of and for the nine months ended September 30, 2017 and the audited consolidated financial statements of IEA as of and for the year ended December 31, 2016 included elsewhere in this proxy statement. The historical financial information of the Company was derived from the unaudited financial statements of the Company as of and for the nine months ended September 30, 2017 and the audited financial statements of the Company as of and for the year ended December 31, 2016 included elsewhere in this proxy statement. This information should be read together with IEA's and the Company's financial statements and related notes. See "IEA Management's Discussion and Analysis of Financial Condition and Results of Operations," "The Company's Management's Discussion and Analysis of Financial Condition and Results of Operations" and other financial information included elsewhere in this proxy statement.

Accounting for the Transactions

        The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, the Company will be treated as the "acquired" company for financial reporting purposes. This determination was primarily based on IEA's operations comprising substantially all of the ongoing operations of the post-combination company, IEA's senior

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management comprising substantially all of the senior management of the post-combination company and the existence of a large minority voting interest in the Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of IEA issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be the historical operations of IEA.

        The unaudited pro forma condensed combined financial statements do not include any adjustments for incremental general and administrative costs which are anticipated to be incurred by the combined company as a public reporting company. These incremental expenses, estimated to be approximately $5.0 million per year, include compensation and benefit expense for certain additional personnel, fees paid to the independent auditors, legal advisors and other professional advisors, investor relations activities, registrar and transfer agent fees, incremental costs for director and officer liability insurance and director compensation.

        The issuance of up to 9,000,000 Earn-Out Shares to IEA Parent is contingent upon the achievement of certain specified EBITDA thresholds in the 2018 and/or 2019 fiscal years. The Earn-Out Shares are to be issued contingent on future performance of the post combination company and, therefore, have been recorded as a liability in the unaudited pro forma condensed combined financial statements.

Basis of Pro Forma Presentation

        The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable and, with respect to the pro forma statements of operations, are expected to have a continuing impact on the results of the post-combination company. The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the post-combination company will experience. IEA and the Company have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

        The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemptions for cash of the Company's public shares:

    Scenario 1Assuming no redemptions of public shares for cash: This presentation assumes that none of the Company's stockholders exercise redemption rights with respect to their public shares upon the consummation of the Business Combination.

    Scenario 2Assuming maximum redemptions of public shares for cash while satisfying the Available Cash Condition: This presentation assumes that the Company's stockholders exercise their redemption rights with respect to a maximum of 5,047,974 public shares upon consummation of the Business Combination at a redemption price of approximately $10.05 per share. The maximum redemption amount is derived from the $100,000,000 minimum amount of cash required to be released from the Trust Account (assuming no additional equity raises by the Company) in order to satisfy the Available Cash Condition. Under Scenario 2, it is assumed that $3,900,000, bearing interest at a rate of LIBOR plus 3.00%, will be borrowed by IEA on the Closing Date under the New Revolving Facility to pay Transaction expenses associated with the Business Combination.

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        Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma condensed combined financial statements are 10,003,500 shares of Common Stock to be issued to IEA Parent in connection with the Business Combination. The currently outstanding warrants of the Company to purchase a total of 7,730,000 shares of Common Stock at an exercise price of $11.50 per share will continue to be outstanding after the Closing of the Business Combination.

        At the Closing of the Business Combination, under Scenario 1, it is expected that IEA Parent will hold approximately 34.2% of the issued and outstanding shares of Common Stock, and the existing stockholders of the Company will hold approximately 65.8% of the issued and outstanding shares of Common Stock (in each case including the Unvested Founder Shares, and assuming that the Company has not raised additional equity capital as permitted under the Merger Agreement).

        At the Closing of the Business Combination, under Scenario 2, it is expected that IEA Parent will hold approximately 41.4% of the issued and outstanding shares of Common Stock, and the existing stockholders of the Company will hold approximately 58.6% of the issued and outstanding shares of Common Stock (in each case including the Unvested Founder Shares, and assuming that the Company has not raised additional equity capital as permitted under the Merger Agreement).

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PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2017
(in thousands except share and per share amounts)
(unaudited)

 
   
   
  Scenario 1
Assuming No Redemptions
  Scenario 2
Assuming Maximum
Redemptions
 
 
  (A)
IEA
  (B)
The Company
  Pro Forma
Adjustments
  Pro Forma   Pro Forma
Adjustments
  Pro Forma  

Assets

                                     

Current assets

                                     

Cash and cash equivalents

  $ 19,499   $ 614   $ 150,723 (1)                  

                (100,000) (2)                  

                (19,499) (2)                  

                2,966 (2)                  

                6,422 (2)                  

                6,557 (2)                  

                3,000 (2)                  

                (23,551) (3) $ 46,731   $ 3,992 (6)      

                            (50,723) (5) $  

Accounts receivable, net

    81,852               81,852           81,852  

Costs and estimated earnings in excess of billings on uncompleted contracts

    10,489               10,489           10,489  

Prepaid expenses and other current assets

    1,284     31           1,315           1,315  

Deferred income taxes

    5,613               5,613           5,613  

Total current assets

    118,737     645     26,618     146,000     (46,731 )   99,269  

Cash held in trust account

        150,723     (150,723) (1)              

Property, plant and equipment, net

    42,240         (4,734) (7)   37,506           37,506  

Goodwill

    3,020               3,020           3,020  

Intangibles, net

    99               99           99  

Company-owned life insurance

    3,759               3,759           3,759  

Other assets

    45                 45           45  

Deferred income taxes—long term

    4,575               4,575           4,575  

Total assets

  $ 172,475   $ 151,368   $ (128,839 ) $ 195,004   $ (46,731 ) $ 148,273  

Liabilities and stockholders' equity (deficit)

                                     

Current liabilities

                                     

Accounts payable and accrued liabilities

  $ 96,996   $ 103   $ (103) (3)                  

                1,202 (8) $ 98,198         $ 98,198  

Current portion of capital lease obligations

    4,823               4,823           4,823  

Billings in excess of costs and estimated earnings on uncompleted contracts

    18,157               18,157           18,157  

Franchise tax payable

        89     (89) (3)              

Due to parent

            4,734 (7)                  

                (4,734) (7)              

Contingent consideration

            90,000 (2)   90,000           90,000  

Total current liabilities

    119,976     192     91,010     211,178         211,178  

Long-term debt

                        3,992 (6)   3,992  

Capital lease obligations, net of current maturities

    21,599               21,599           21,599  

Deferred compensation

    3,852               3,852           3,852  

Deferred underwriting expense

        6,000     (6,000) (3)              

Total liabilities

  $ 145,427   $ 6,192   $ 85,010   $ 236,629   $ 3,992   $ 240,621  

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  Scenario 1
Assuming No Redemptions
  Scenario 2
Assuming Maximum
Redemptions
 
 
  (A)
IEA
  (B)
The Company
  Pro Forma
Adjustments
  Pro Forma   Pro Forma
Adjustments
  Pro Forma  

Commitments and contingencies

                                     

Common stock, shares subject to possible redemption

  $   $ 140,175   $ (140,175) (4) $         $  

Preferred stock

            34,965 (2)   34,965           34,965  

        140,175     (105,210 )   34,965         34,965  

Stockholders' equity (deficit):

                                     

Common stock

        1     1 (2)   2         2  

Additional paid-in capital

        4,849     100,035 (2)                

                (235,404) (2)                  

                (90,000) (2)                  

                140,175 (4)                  

                (4,734) (7)   85,079     (50,723) (5)      

                            135,802 (9)      

Retained earnings (deficit)

    27,048     151     (151) (2)                  

                (17,359) (3)                  

                (1,202) (8)   8,487     (135,802) (9)   (127,315 )

Total stockholders' equity (deficit)

    27,048     5,001     (108,639 )   13,410     (50,723 )   (127,313 )

Total liabilities and stockholders' equity (deficit)

  $ 172,475   $ 151,368   $ (128,839 ) $ 195,004   $ (46,731 ) $ 148,273  

(A)
Derived from the unaudited condensed consolidated balance sheet of IEA as of September 30, 2017.

(B)
Derived from the unaudited condensed balance sheet of the Company as of September 30, 2017.

(1)
Represents the release of cash and cash equivalents from the Company's Trust Account that become available for payment of transaction consideration and Transaction Expenses, redemption of public shares and the operating activities of IEA following the Business Combination.

(2)
To reflect the payment of the Estimated Merger Consideration as follows: IEA Parent will receive approximately $100.5 million in cash, 10,003,500 shares of Common Stock and 34,965 shares of Series A Preferred Stock with an initial stated value of $35.0 million.

The Estimated Merger Consideration has been calculated as $235.5 million, which is the sum of (i) $235.0 million, plus (ii) $19.5 million, representing the amount of cash and cash equivalents held by IEA as of the Adjustment Time, less (iii) $3.0 million representing the Working Capital Underage, less (iv) $13.0 million of certain assumed obligations (v) $0, representing the currently assumed amount of tax liabilities in connection with the transfer by IEA of certain real property located in Clinton, Indiana, less (vi) $3.0 million to be paid to Oaktree as a reserve for expenses to be incurred by it in its capacity as Seller's representative.

The amount of the Cash Consideration payable to IEA Parent has been calculated as $100.5 million, which is the sum of (a) $100.0 million, plus (b) $19.5 million, representing the amount of cash and cash equivalents held by IEA as of the Adjustment Time, less (c) the sum of (i) less $3.0 million, representing the Working Capital Underage, (ii) $6.4 million, representing the amount by which capitalized lease obligations of IEA exceed $20.0 million in the aggregate, (iii) $6.6 million, representing the amount of any accrued and unpaid taxes of IEA for the pre-Closing tax periods, (iv) $0, representing the amount of tax liabilities in connection with the transfer by IEA of certain real property located in Clinton, Indiana, and (v) $3.0 million to be paid to Oaktree as a reserve for expenses to be incurred by it in its capacity as representative of Seller.

The value of the stock consideration has been calculated as $135.0 million, which is the Estimated Merger Consideration of $235.5 million less the Cash Consideration of $100.5 million. The Common Stock consideration is $100.0 million (74.1%), or 10,003,500 shares (valued at $10.00 per share) and the Series A Preferred stock consideration is $35.0 million in stated value (25.9%).

The issuance of the up to 9,000,000 Earn-Out Shares to IEA Parent is contingent upon the achievement of certain specified EBITDA thresholds in the 2018 and/or 2019 fiscal years. The Earn-Out Shares are to be issued contingent on future performance of the post combination company and, therefore, have been recorded as a liability.

The adjustment also reflects the recapitalization of IEA through the contribution of all of its share capital to the post-combination Company, the distribution of all balance sheet cash to IEA Parent and the elimination of the historical retained earnings of the Company.

(3)
To reflect the payment of the deferred underwriting fee payable and estimated fees and expenses incurred by IEA and the Company related to the Business Combination, including the expenses of legal, accounting and other professionals.

(4)
In Scenario 1, which assumes none of the Company's stockholders exercise their redemption rights, the Common Stock subject to redemption into cash amounting to $140.2 million would be taken into permanent equity.

(5)
Scenario 2 assumes that the Company's stockholders exercise their redemption rights with respect to the maximum number of public shares that would still permit the Company to satisfy the Available Cash Condition. As a result, $50.7 million worth of Common Stock (5,047,974 shares of Common Stock) would be redeemed by the Company for cash a price of approximately $10.05 per share. The remaining $100.0 million is taken into permanent equity in the form of Common Stock.

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(6)
Reflects IEA borrowing $3.9 million under the New Revolving Facility to pay fees, expenses and other amounts associated with the Business Combination.

(7)
To reflect that the Clinton property was distributed out of IEA to IEA Parent. No consideration was provided in connection with this distribution.

(8)
In conjunction with IEA's discontinuation of its Canadian operations, H.B. White obtained court protection under the Companies' Creditors Arrangement Act (the "CCAA"), which was approved by court order on November 22, 2016. Although the CCAA plan and process was completed on February 22, 2017, as part of the CCAA plan, IEA or H.B. White is required to pay Northland Power, Inc. and certain affiliates ("NPI") cash in the aggregate amount of CAD $1,000,000 in the event that the closing of a material transaction occurs after December 31, 2017 but on or before December 21, 2018. If the closing of a material transaction occurs on or before December 31, 2017, IEA or H.B. White is required to pay NPI CAD $1,500,000. A material transaction is defined as a change in control or a public offering of equity securities. See Note 11. Commitments and Contingencies to IEA's audited financial statements, included elsewhere in this proxy statement. The Business Combination will constitute a material transaction and, as a result, the pro forma adjustments reflect a CAD $1.5 million (US $1.2 million), assuming the Business Combination occurred on September 30, 2017. Assuming the Business Combination closes in 2018, IEA will be required to pay NPI CAD $1.0 million.

(9)
To reclassify the debit balance in additional paid-in capital to retained earnings (deficit).

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PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2016
(in thousands except share and per share amounts)
(unaudited)

 
   
   
  Scenario 1 Assuming No
Redemptions
  Scenario 2 Assuming
Maximum Redemptions
 
 
  (A) IEA   (B) The
Company
  Pro Forma
Adjustments
  Pro Forma   Pro Forma
Adjustments
  Pro Forma  

Revenue

  $ 602,665   $         $ 602,665         $ 602,665  

Cost of revenue

    517,419               517,419           517,419  

Gross Profit

    85,246               85,246           85,246  

Operating expenses:

                                     

Selling, general and administrative

    27,272         714 (4)                  

                1,202 (6)   29,188           29,188  

Depreciation

    3,313         (370) (4)   2,943           2,943  

Amortization of intangibles

    120               120           120  

Formation and operating costs

        112           112           112  

Total operating expenses

    30,705     112     1,546     32,363           32,363  

Operating income (loss)

    54,541     (112 )   (1,546 )   52,883           52,883  

Other income (expense), net

                                     

Interest expense, net

    (516 )   100     (100) (1)   (516 )   (120) (5)   (636 )

Other income

    213               213           213  

Total other income (expense), net

    (303 )   100     (100 )   (303 )   (120 )   (423 )

Income (loss) before provision for income taxes

    54,238     (12 )   (1,646 )   52,580     (120 )   52,460  

Provision for income taxes

    10,213         625 (2)   10,838     46 (2)   10,884  

Net income (loss) from continuing operations

    64,451     (12 )   (1,021 )   63,418     (74 )   63,344  

Discontinued operations:

                                     

Net income from discontinued operations

    1,087             1,087         1,087  

Net income (loss)

  $ 65,538   $ (12 ) $ (1,021 ) $ 64,505   $ (74 ) $ 64,431  

Undeclared preferred stock dividend

            (2,098 )(7)   (2,098 )         (2,098 )

Net income (loss) attributable to common stockholders'

  $ 65,538   $ (12 ) $ (3,119 ) $ 62,407   $ (74 ) $ 62,333