SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934



 

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

x 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 Rule 14a-12

TRIO MERGER 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.
x 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:
Common stock of Trio Merger Corp.

(2) Aggregate number of securities to which transaction applies:
Up to 7,440,477

(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):
$10.00 (average of high and low prices on The Nasdaq Capital Market on March 14, 2013)

(4) Proposed maximum aggregate value of transaction:
$104,404,770 ($30,000,000 in cash and promissory notes and up to $74,404,770 in common stock)

(5) Total fee paid:
$14,240.81

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:


 
 

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PRELIMINARY PROXY STATEMENT/INFORMATION STATEMENT
SUBJECT TO COMPLETION, DATED [•], 2013
  
TRIO MERGER CORP.
777 Third Avenue, 37th Floor
New York, New York 10017
  
NOTICE OF SPECIAL MEETING IN LIEU OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 2013

TO THE STOCKHOLDERS OF TRIO MERGER CORP.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of annual meeting of stockholders of Trio Merger Corp. (“Trio”), a Delaware corporation, will be held at [•] [a/p].m. eastern time, on [•], 2013, at the offices of Graubard Miller, Trio’s counsel, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. You are cordially invited to attend the special meeting, which will be held for the following purposes:

(1) to consider and vote upon a proposal to adopt the Agreement and Plan of Reorganization, dated as of December 10, 2012, by and among Trio, Trio Merger Sub, Inc., Trio’s wholly-owned subsidiary (“Merger Sub”), SAExploration Holdings, Inc. (“SAE”) and CLCH, LLC, the majority common stockholder of SAE and the sole holder of SAE’s Series A preferred stock, which, among other things, provides for the merger of SAE with and into Merger Sub, with Merger Sub surviving the merger and remaining a wholly-owned subsidiary of Trio, and to approve the business combination contemplated by the Merger Agreement — we refer to this proposal as the “merger proposal”;
(2) to consider and vote upon a proposal to approve amendments to the amended and restated certificate of incorporation of Trio, effective following the merger, to (i) change the name of Trio from “Trio Merger Corp.” to “SAExploration Holdings, Inc.”; (ii) adjust the existing classification of directors to conform with the classification described in the director election proposal below; and (iii) remove provisions that will no longer be applicable to Trio after the merger — we refer to this proposal as the “charter amendments proposal”;
(3) to consider and vote upon a proposal to approve the 2013 Long-Term Incentive Plan, which is an incentive compensation plan for employees of Trio and its subsidiaries — we refer to this proposal as the “incentive compensation plan proposal”;
(4) to elect eight directors to Trio’s board of directors, of whom three will be Class A directors serving until the annual meeting of stockholders to be held in 2014, two will be Class B directors serving until the annual meeting to be held in 2015 and three will be Class C directors serving until the annual meeting to be held in 2016 and, in each case, until their successors are elected and qualified — we refer to this proposal as the “director election proposal”;
(5) to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, Trio is not authorized to consummate the merger — we refer to this proposal as the “adjournment proposal”;
(6) to consider and vote upon a proposal to approve, on an advisory basis, the executive compensation of Trio’s named executive officers — we refer to this proposal as the “say-on-pay proposal”; and
(7) to consider and vote upon a proposal to select, on an advisory basis, the frequency with which Trio will hold an advisory stockholder vote to approve executive compensation — we refer to this proposal as the “frequency of say-on-pay proposal.”

These items of business are described in the attached proxy statement/information statement, which we encourage you to read in its entirety before voting. Only holders of record of Trio common stock at the close of business on [•], 2013 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.


 
 

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After careful consideration, Trio’s board of directors has determined that the merger proposal and the other proposals are fair to and in the best interests of Trio and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the merger proposal, “FOR” the charter amendments proposal, “FOR” the incentive compensation plan proposal, “FOR” the election of all of the persons nominated by Trio’s management for election as directors, “FOR” the adjournment proposal, if presented, “FOR” the say-on-pay proposal and “FOR” three years for the frequency of say-on-pay proposal.

All Trio stockholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of Trio common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the charter amendments proposal, but will have no effect on the other proposals.

A complete list of Trio stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of Trio for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

/s/ David Sgro
David Sgro
Chief Financial Officer and Secretary

[•], 2013

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS, AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES CONVERTED INTO CASH. TO EXERCISE YOUR CONVERSION RIGHTS, YOU MUST AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE MERGER PROPOSAL, DEMAND THAT TRIO CONVERT YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE MERGER PROPOSAL, AND TENDER YOUR STOCK TO OUR TRANSFER AGENT PRIOR TO THE VOTE AT THE MEETING. YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO 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 CONVERSION RIGHTS. SEE “SPECIAL MEETING OF TRIO STOCKHOLDERS — CONVERSION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, passed upon the merits of the merger agreement or the transactions contemplated thereby, which include the merger, or determined if this proxy statement/information statement is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/information statement is dated [•], 2013 and is first being mailed to Trio Merger Corp. stockholders on or about [•], 2013.


 
 

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TRIO MERGER CORP.
777 Third Avenue, 37th Floor
New York, New York 10017
  
NOTICE OF ACTION BY WRITTEN CONSENT
OF WARRANT HOLDERS

TO THE WARRANT HOLDERS OF TRIO MERGER CORP.:

NOTICE IS HEREBY GIVEN, that Trio Merger Corp. (“Trio”) has obtained written consents from the holders of a majority of its outstanding warrants approving amendments to the warrants (i) to increase the exercise price of the warrants from $7.50 to $12.00 per share of Trio common stock and (ii) to increase the redemption price of the warrants from $12.50 to $15.00 per share of Trio common stock, effective upon the closing of the merger described in the attached proxy statement/information statement.

The warrants were issued pursuant to a warrant agreement, dated as of June 21, 2011, between Trio and Continental Stock Transfer & Trust Company, as warrant agent. Under the terms of the warrant agreement, the warrant agreement may be amended with the written consent or vote of the holders of a majority of the then outstanding warrants. Because the written consents Trio has obtained satisfy such requirements, no other vote or warrant holder action is required to amend the warrants and Trio is not asking you for your proxy or consent. The attached proxy statement/information statement is being furnished to notify you of the amendments and for informational purposes only. Please read it carefully.

The amendments to the warrants will become effective upon the execution of an amendment to the warrant agreement at the closing of the merger contemplated by the Agreement and Plan of Reorganization, dated as of December 10, 2012, by and among Trio, Trio Merger Sub, Inc., SAExploration Holdings, Inc. and CLCH, LLC, as more fully described in the attached proxy statement/information statement.

Pursuant to the Agreement and Plan of Reorganization, Trio has agreed to use its reasonable best efforts to commence and consummate an offer to the holders of Trio’s warrants providing them the right to exchange their warrants for shares of Trio common stock, at a ratio of ten warrants for one share of Trio common stock. The parties will seek to consummate the warrant exchange as soon as practicable after the closing of the merger. The warrant holders who already consented to the amendments to the warrants, each of whom is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended, also agreed to participate in the warrant exchange with respect to the warrants held or to be held by them. Any warrants remaining outstanding after the consummation of the warrant exchange will continue to have the same terms as currently set forth in such warrants, as modified by the amendments to the exercise and redemption prices described above.

NO ACTION IS REQUIRED ON YOUR PART. WE ARE NOT ASKING YOU FOR A PROXY OR CONSENT, AND YOU ARE REQUESTED NOT TO SEND US A PROXY OR CONSENT.

By Order of the Board of Directors

/s/ David Sgro
David Sgro
Chief Financial Officer and Secretary

[•], 2013

This proxy statement/information statement is dated [•], 2013 and is first being mailed to Trio Merger Corp. warrant holders on or about [•], 2013.


 
 

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TABLE OF CONTENTS

 
SUMMARY OF THE MATERIAL TERMS OF THE MERGER     1  
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS     4  
SUMMARY OF THE PROXY STATEMENT/INFORMATION STATEMENT     12  
The Parties     12  
The Merger Proposal     14  
Opinion of Financial Advisor to the Board of Directors of Trio     15  
The Charter Amendments Proposal     16  
The Incentive Compensation Plan Proposal     16  
The Director Election Proposal     16  
The Adjournment Proposal     17  
The Say-On-Pay Proposal     17  
The Frequency of Say-On-Pay Proposal     17  
The Warrant Amendments; Warrant Exchange     17  
Trio Initial Stockholders     17  
Date, Time and Place of Special Meeting of Trio’s Stockholders     18  
Voting Power; Record Date     18  
Quorum and Vote of Trio Stockholders     18  
Conversion Rights     19  
Appraisal Rights     20  
Proxy Solicitation     20  
Interests of Trio’s Directors, Officers, Special Advisor and Others in the Merger     20  
Recommendation to Stockholders     22  
Conditions to the Closing of the Merger     23  
Termination     24  
Tax Consequences of the Merger     25  
Anticipated Accounting Treatment     72  
Regulatory Matters     25  
Risk Factors     25  
SELECTED HISTORICAL FINANCIAL INFORMATION     26  
SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS     28  
COMPARATIVE PER SHARE DATA     30  
RISK FACTORS     31  
Risks Related to Trio’s Business and Operations Following the Merger with SAE     31  
Risks Related to the Merger     41  
Risks If the Adjournment Proposal Is Not Approved     47  
FORWARD-LOOKING STATEMENTS     48  
SPECIAL MEETING OF TRIO STOCKHOLDERS     49  
General     49  
Date, Time and Place     49  
Purpose of the Trio Special Meeting     49  
Recommendation of Trio Board of Directors     50  
Record Date; Who is Entitled to Vote     50  
Quorum     50  
Abstentions and Broker Non-Votes     50  
Vote Required     50  
Voting Your Shares     51  
Revoking Your Proxy     51  
Who Can Answer Your Questions About Voting Your Shares     52  

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Conversion Rights     52  
Appraisal Rights     53  
Proxy Solicitation Costs     53  
Trio Initial Stockholders     53  
THE MERGER PROPOSAL     55  
Structure of the Merger     55  
Name; Headquarters; Stock Symbols     56  
Indemnification of Trio     56  
Employment Agreements     56  
Voting Proxy Agreements     57  
Sale Restriction; Resale Registration     57  
Background of the Merger     57  
Trio’s Board of Directors’ and Special Advisor’s Reasons for Approval of the Merger     60  
Satisfaction of 80% Test     65  
Interests of Trio’s Directors, Officers, Special Advisor and Others in the Merger     65  
Recommendation of Trio’s Board of Directors and Special Advisor     66  
Opinion of Financial Advisor to the Board of Directors of Trio     66  
Material Federal Income Tax Consequences of the Merger to Trio and Its Stockholders     72  
Anticipated Accounting Treatment     72  
Regulatory Matters     73  
Required Vote     73  
THE MERGER AGREEMENT     74  
Closing and Effective Time of the Merger     74  
Representations and Warranties     74  
Covenants     75  
SAE Stockholder Dividends     78  
Conditions to Closing of the Merger     78  
Waiver     80  
Termination     80  
Effect of Termination     80  
Fees and Expenses     81  
Confidentiality; Access to Information     81  
Amendments     81  
Governing Law; Consent to Jurisdiction     81  
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS     82  
THE CHARTER AMENDMENTS PROPOSAL     88  
THE INCENTIVE COMPENSATION PLAN PROPOSAL     90  
Background     90  
Description of Plan     90  
Recommendation and Vote Required     96  
THE DIRECTOR ELECTION PROPOSAL     97  
Election of Directors     97  
Information About Executive Officers, Directors and Nominees     97  
Meetings and Committees of the Board of Directors of Trio     100  
Independence of Directors     100  
Board Leadership Structure and Role in Risk Oversight     101  
Audit Committee Information     101  
Independent Auditors’ Fees     102  
Audit Committee Report     103  

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Code of Ethics     103  
Nominating Committee Information     103  
Compensation Committee Information     104  
Trio Executive Officer and Director Compensation     105  
SAE Executive Officer and Director Compensation     109  
THE ADJOURNMENT PROPOSAL     111  
Consequences if the Adjournment Proposal is not Approved     111  
Required Vote     111  
THE SAY-ON-PAY PROPOSAL     112  
THE FREQUENCY OF SAY-ON-PAY PROPOSAL     113  
THE WARRANT AMENDMENTS     114  
Overview of the Action     114  
Reasons for the Action     114  
Warrant Exchange Offer     114  
OTHER INFORMATION RELATED TO TRIO     116  
Introduction     116  
Fair Market Value of Target Business     117  
Stockholder Approval of Business Combination     117  
Voting Restrictions in Connection with Stockholder Meeting     117  
Liquidation if No Business Combination     117  
Facilities     119  
Employees     119  
Legal Proceedings     119  
Periodic Reporting and Audited Financial Statements     120  
Trio’s Management’s Discussion and Analysis of Financial Condition and Results
of Operations
    120  
BUSINESS OF SAE     124  
Overview     124  
History and Corporate Structure     124  
Industry     125  
SAE’s Seismic Data Acquisition Services     125  
Markets and Trends     128  
Strengths     128  
Strategy     129  
Seasonal Variation in Business     130  
Marketing     130  
Contracts     130  
Backlog     131  
Customers     131  
Competition     131  
Intellectual Property     131  
Equipment Acquisitions and Capital Expenditures     131  
Government and Environmental Regulations     132  
Employees     132  
Geographic Areas Financial Information     132  
Properties     132  
Legal Proceedings     133  
Change in Auditor     133  
Reporting     133  

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SAE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     134  
Overview     134  
Contracts     135  
North American Expansion and Increase in Revenue Crew Months     135  
Key Accomplishments     135  
How SAE Generates Revenues     136  
Capital Investments in 2011 and 2012, and Impact on Operations     137  
2012 Highlights     138  
Results of Operations     138  
Liquidity and Capital Resources     141  
Future Contractual Obligations     144  
Use of EBITDA (Non-GAAP measure) as a Performance Measure     144  
Merger with Trio     145  
Critical Accounting Policies     145  
Recently Issued Accounting Pronouncements     147  
Quantitative and Qualitative Disclosures about Market Risk     149  
BENEFICIAL OWNERSHIP OF SECURITIES     150  
Security Ownership of Certain Beneficial Owners and Management of Trio     150  
Security Ownership of SAE     155  
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS     158  
Related Person Policy     158  
Trio Related Person Transactions     158  
SAE Related Person Transactions     160  
Section 16(a) Beneficial Ownership Reporting Compliance     161  
DESCRIPTION OF TRIO COMMON STOCK AND OTHER SECURITIES     162  
General     162  
Common Stock     162  
Preferred Stock     162  
Warrants     163  
Purchase Option     165  
Dividends     166  
Trio’s Transfer Agent and Warrant Agent     165  
PRICE RANGE OF TRIO SECURITIES AND DIVIDENDS     166  
Market Price of Common Stock and Warrants     166  
Holders     166  
Dividends     166  
APPRAISAL RIGHTS     166  
STOCKHOLDER PROPOSALS     167  
OTHER STOCKHOLDER COMMUNICATIONS     167  
INDEPENDENT AUDITORS     167  
DELIVERY OF DOCUMENTS TO STOCKHOLDERS     167  
WHERE YOU CAN FIND MORE INFORMATION     168  
Index to Financial Statements     FS-1  
Annex A — Agreement and Plan of Reorganization     A-1  
Annex B — Second Amended and Restated Certificate of Incorporation     B-1  
Annex C — SAExploration Holdings, Inc. 2013 Long-Term Incentive Plan     C-1  
Annex D — Fairness Opinion of Cassel Salpeter & Co.     D-1  
Annex E — Form of Tax Opinion of Graubard Miller     E-1  

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Annex F — Form of Escrow Agreement     F-1  
Annex G — Form of Irrevocable Proxy Agreement     G-1  
Annex H — Audit Committee Charter     H-0  
Annex I — Nominating Committee Charter     I-1  
Annex J — Compensation Committee Charter     J-0  
Annex K — Form of Executive Employment Agreement     K-1  

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SUMMARY OF THE MATERIAL TERMS OF THE MERGER

The parties to the merger are Trio Merger Corp. (“Trio”), Trio Merger Sub, Inc., Trio’s wholly-owned subsidiary (“Merger Sub”), SAExploration Holdings, Inc. (“SAE”) and CLCH, LLC (“CLCH”), the holder of a majority of the outstanding SAE common stock and all of the SAE Series A preferred stock. Pursuant to the merger agreement, SAE will be merged into Merger Sub, with Merger Sub surviving and remaining as a wholly-owned subsidiary of Trio. See the section entitled “The Merger Proposal.”
SAE is a holding company of various subsidiaries which collectively form a geophysical services company offering seismic data acquisition services to the oil and gas industry in North America, South America, and Southeast Asia. SAE provides a full range of services related to the acquisition of 2D, 3D and time-lapse 4D seismic data on land, in transition zones between land and water and in shallow water, as well as seismic data field processing. See the section entitled “Business of SAE.”
Under the merger agreement, the SAE common stockholders, on a fully-diluted basis, will receive: (i) an aggregate of 6,448,413 shares of Trio common stock at the closing; (ii) an aggregate of $7,500,000 in cash at the closing; (iii) an aggregate of $17,500,000 represented by a promissory note to be issued by Trio at the closing; and (iv) the right to receive up to 992,064 additional shares of Trio common stock after the closing based on the achievement of specified earnings targets by the combined company for the 2013 and/or the 2014 fiscal years. Additionally, Trio will pay to CLCH an aggregate of $5,000,000 in cash for all of the outstanding shares of SAE Series A preferred stock. See the section entitled “The Merger Proposal — Structure of the Merger.”
To provide a fund for payment to Trio with respect to its post-closing rights to indemnification under the merger agreement for any breaches of representations and warranties and covenants by SAE and its stockholders, and for certain other indemnifiable matters, there will be placed in escrow (with an independent escrow agent) an aggregate of 545,635 of the shares of Trio common stock issuable to the SAE common stockholders at closing. The shares to be placed in escrow will be allocated among the SAE common stockholders pro rata in proportion to the numbers of shares of SAE common stock owned by them (on a fully-diluted basis) immediately prior to the closing of the merger. See the section entitled “The Merger Proposal — Indemnification of Trio.”
The merger agreement provides that either Trio or SAE may terminate the agreement if the merger is not consummated by June 30, 2013. The merger agreement also provides that SAE may terminate the agreement if immediately prior to the merger, Trio does not have cash on hand of $30,000,000, after (i) payment to the holders of shares sold in Trio’s initial public offering, whom we sometimes refer to as “public stockholders,” who elect to convert their shares issued in the initial public offering, which we sometimes refer to as “public shares,” into cash, (ii) payment to fund the repurchase of Trio common stock for the purposes of enhancing the likelihood of securing approval of the merger, (iii) payment of Trio’s income and other tax obligations, (iv) repayment of loans and reimbursement of expenses to directors and officers of Trio, and (v) payment of transaction costs of Trio and up to $2,000,000 of transaction costs of SAE in connection with the merger. Additionally, the merger agreement may be terminated, among other reasons, by either Trio or SAE upon material breach of the other party. See the section entitled “The Merger Agreement — Termination.”
In addition to voting on the merger, the stockholders of Trio will vote on proposals to amend its amended and restated certificate of incorporation, effective following the merger, to (i) change Trio’s name to “SAExploration Holdings, Inc.”; (ii) adjust the existing classification of directors to conform with the classification described in the director election proposal; and (iii) remove provisions that will no longer be applicable to Trio after the merger. The stockholders of Trio will also vote on proposals to approve the incentive compensation plan, to elect eight directors to Trio’s board of directors, to approve, if necessary, an adjournment of the meeting, to approve, on an advisory basis, the executive compensation of Trio’s named executive officers, and to select, on an advisory basis, the frequency with which Trio will hold an advisory stockholder vote to approve

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executive compensation. See the sections entitled “The Charter Amendments Proposal,” “The Incentive Compensation Plan Proposal,” “The Director Election Proposal,” “The Adjournment Proposal,” “The Say-On-Pay Proposal” and “The Frequency of Say-On-Pay Proposal.”
After the merger, if the proposed nominees are elected, the directors of Trio will be Jeff Hastings, Brian Beatty, Brent Whiteley, and Gary Dalton, who were designated by SAE; Arnold Wong, who was designated by SAE as the representative of the administrative agent for SAE’s credit facility, and Eric S. Rosenfeld, David D. Sgro and Arnaud Ajdler, who were designated by Trio. Mr. Hastings is currently the executive chairman of the board of SAE, Mr. Beatty is currently the chief executive officer, president and a director of SAE, and Mr. Whiteley is currently the general counsel, chief financial officer and secretary of SAE. Mr. Rosenfeld is currently the chairman of the board and chief executive officer of Trio, Mr. Sgro is currently the chief financial officer and a director of Trio and Arnaud Ajdler is a stockholder of Trio. Neither Mr. Rosenfeld nor Mr. Sgro has received or will receive any compensation as an executive officer of Trio. After the merger, Messrs. Rosenfeld, Sgro, Ajdler and Gary Dalton will be considered independent directors under the rules of the Nasdaq Capital Market (“Nasdaq”). See the section entitled “The Director Election Proposal.”
Upon completion of the merger, certain officers of SAE will become officers of Trio, holding positions similar to the positions such officers held with SAE. These officers are Jeff Hastings, who will become executive chairman of the board of Trio, Brian Beatty, who will become chief executive officer and president of Trio, and Brent Whiteley, who will become chief financial officer, general counsel and secretary of Trio. Each of these persons is currently an executive officer of SAE and will enter into an employment agreement with SAE. See the section entitled “The Director Election Proposal — Trio Executive Officer and Director Compensation — New Employment Agreements.”
The SAE common stockholders will not be able to sell any of the shares of Trio common stock that they receive as a result of the merger during the twelve month period after the closing date of the merger and will be required to enter into lock-up agreements to such effect as a condition to exchanging their shares of SAE common stock for the merger consideration. Trio will enter into a registration rights agreement at the closing of the merger with CLCH and any other SAE common stockholder who may be deemed an “affiliate” of Trio as a result of the issuance of shares of Trio common stock in the merger. Under the registration rights agreement, the SAE stockholders who are party to the agreement will have certain “demand” and “piggyback” registration rights under the Securities Act of 1933, as amended (“Securities Act”), with respect to the resale of shares of Trio common stock issued and to be issued to them in the merger. Notwithstanding such registration rights, the sale restriction described above shall remain in effect for the balance of the one-year period. See the section entitled “The Merger Proposal — Sale Restriction; Resale Registration.”
Certain of the stockholders and affiliates of Trio, including Messrs. Rosenfeld, Sgro and Ajdler, have committed to grant to CLCH at the closing of the merger an irrevocable proxy to vote a certain number of shares of the Trio common stock held by them prior to Trio’s initial public offering, which we sometimes refer to as “initial shares,” and a certain number of shares of Trio common stock received by them in the warrant exchange offer described in this proxy statement/information statement. The number of shares over which the proxy is being granted will be mutually determined such that Mr. Hastings and Mr. Beatty collectively will have voting control over at least 51% of Trio common stock after the closing of the merger. See the section entitled “The Merger Proposal — Voting Proxy Agreements.” We sometimes refer to the letter agreements evidencing these commitments as the “voting proxy agreements” and to the holders of the initial shares as the “initial stockholders.”
Immediately prior to the consummation of the merger, SAE intends to declare and pay up to a $15,000,000 dividend to the current SAE stockholders, which we sometimes refer to as the “SAE stockholder dividend,” to the extent permitted under its senior credit facility and as determined at the discretion of SAE’s board. See the section entitled “The Merger Agreement — SAE Stockholder Dividends.”

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As a condition to entering into the merger agreement, SAE required that Trio effectuate certain changes with respect to its outstanding warrants. Accordingly, Trio obtained the written consent from registered holders of a majority of its outstanding warrants to increase the exercise price of such warrants from $7.50 to $12.00 per share and increase the redemption price of such warrants from $12.50 to $15.00 per share, effective upon consummation of the merger. Additionally, Trio agreed to offer the holders of Trio’s warrants the right to exchange their warrants for shares of Trio common stock, at a ratio of ten warrants for one share of Trio common stock. The parties will seek to consummate the warrant exchange as soon as practicable after the closing of the merger. The warrant holders who consented to the amendment to the warrant agreement, each of whom is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act, also agreed to participate in the warrant exchange with respect to the warrants held or to be held by them. Any warrants remaining outstanding after the consummation of the warrant exchange will continue to have the same terms as currently set forth in such warrants, as modified by the amendments to the exercise and redemption prices described above. In addition, as part of the reorganization contemplated by the merger agreement, EarlyBirdCapital, Inc., the representative of the underwriters of Trio’s initial public offering, on behalf of itself and its designees, has agreed to exchange, at the closing of the merger, the options to purchase up to a total of 600,000 shares of common stock and 600,000 warrants held by it and its designees, which we sometimes refer to as the “underwriters’ options,” for 100,000 shares of Trio common stock. See the section entitled “The Warrant Amendments — Warrant Exchange Offer.”

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q.  Why am I receiving this proxy statement/
information statement?
   
   

A.

Trio and SAE have agreed to a business combination under the terms of the Agreement and Plan of Reorganization, dated as of December 10, 2012, that is described in this proxy statement/information statement. This agreement is referred to as the “merger agreement.” A copy of the merger agreement is attached to this proxy statement/information statement as Annex A, and Trio encourages its stockholders to read it in its entirety. Trio’s stockholders are being asked to consider and vote upon a proposal to adopt the merger agreement, which, among other things, provides for the merger of SAE into Merger Sub, and to approve the merger contemplated by the merger agreement.

    Trio’s stockholders are also being requested to consider and vote upon a proposal to approve amendments to Trio’s amended and restated certificate of incorporation, effective following the merger, to (A) change the name of Trio from “Trio Merger Corp.” to “SAExploration Holdings, Inc.”; (B) adjust the existing classification of directors to conform with the classification described in the director election proposal; and (C) delete the preamble and sections A through I, inclusive, of Article Sixth, as such provisions will no longer be applicable to Trio after the merger, and redesignate section J of Article Sixth as Article Sixth. The provisions of Article Sixth that are proposed to be deleted, by the terms of the preamble (which will also be deleted), apply only during the period that will terminate upon the consummation of the business combination that will be effected by the merger. Section H of Article Sixth provides that, if a business combination is not consummated by June 24, 2013, Trio will cease all operations except for the purposes of winding up, redeeming 100% of the public shares for cash and, subject to approval of its then stockholders and its board of directors, dissolving and liquidating. By deleting section H of Article Sixth, Trio will effectively change the period of its existence to perpetual. Trio’s second amended and restated certificate of incorporation, as it will appear if all of the charter amendments proposal are approved, is annexed as Annex B hereto. Stockholders are encouraged to read it in its entirety. See the section entitled “The Charter Amendments Proposal.
    The approval of the merger proposal and the charter amendments proposal is a condition to the consummation of the merger. If either the merger proposal or the charter amendments proposal is not approved, the other proposals (except the adjournment proposal, as described below) will not be presented to the stockholders for a vote and the merger will not be consummated.
    In addition to the foregoing proposals, the stockholders will also be asked to consider and vote on proposals to approve the incentive compensation plan and to elect eight directors of Trio, which proposals will not be presented for a vote if either the merger proposal or the charter amendments proposal is not approved. The incentive compensation plan is annexed as Annex C hereto. Stockholders are encouraged to read it in its entirety. The

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    stockholders will also be asked to consider and vote upon a proposal to adjourn the meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, Trio would not have been authorized to consummate the merger. See the sections entitled “The Incentive Compensation Plan Proposal,” “The Director Election Proposal” and “The Adjournment Proposal.
    Furthermore, the stockholders will be asked to consider and vote upon a proposal to approve, on an advisory basis, the executive compensation of Trio’s named executive officers and to select, on an advisory basis, the frequency with which Trio will hold an advisory stockholder vote to approve executive compensation, which proposals also will not be presented for a vote if either the merger proposal or the charter amendments proposal is not approved. See the sections entitled “The Say-On-Pay Proposal” and “The Frequency of Say-On-Pay Proposal.
    Trio will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/information statement contains important information about the proposed merger and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.
    The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/information statement.
Q.  I am a Trio warrant holder. Why am I receiving this proxy statement/information statement?    
    As a condition to entering into the merger agreement, SAE required that Trio effectuate certain changes with respect to its outstanding warrants. Accordingly, to accommodate such requirement and induce SAE to enter into the merger agreement, Trio obtained the written consent from registered holders of a majority of its outstanding warrants to increase the exercise price of such warrants from $7.50 to $12.00 per share and increase the redemption price of such warrants from $12.50 to $15.00 per share, effective upon consummation of the merger. This proxy statement/information statement is being furnished to Trio’s warrant holders to notify them of these amendments to the warrants and for informational purposes only. Because the written consents Trio has obtained satisfy the approval requirements for these amendments, no other vote or warrant holder action is required to amend the warrants and Trio is not asking its warrant holders for their proxy or consent. The amendment to the warrants will become effective upon the execution of an amendment to the warrant agreement at the closing of the merger. See the section entitled “The Warrant Amendments.
Q.  Why is Trio proposing the merger?    
   

A.

Trio was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

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    Trio completed its initial public offering of units, with each unit consisting of one share of its common stock and one warrant, on June 24, 2011, and closed on the sale of the units subject to overallotment on June 27, 2011, raising net proceeds of approximately $66,120,000. Of these net proceeds, $65,660,000, together with $3,550,000 raised from the private sale of warrants simultaneously with the consummation of the initial public offering, for a total of $69,210,000, were placed in the “trust account” (as defined in the final prospectus of Trio’s initial public offering, dated June 22, 2011) immediately following the initial public offering and, in accordance with Trio’s amended and restated certificate of incorporation, will be released upon the consummation of a business combination. As of December 31, 2012, approximately $61,698,900 was held in deposit in the trust account, including $2,415,000 payable to the representative of Trio’s underwriters for acting as its non-exclusive investment banker in connection with the business combination. Trio intends to use funds held in the trust account to pay the cash merger consideration to SAE’s common stockholders, on a fully-diluted basis, and the holder of SAE’s Series A preferred stock, to pay the holders of the public shares who exercise conversion rights, to pay expenses incurred in connection with the business combination with SAE, and for working capital and general corporate purposes of the combined company. Trio also may use the funds in the trust account to fund the transactions described in the section entitled “The Special Meeting of Trio Stockholders — Trio Initial Stockholders.
    SAE is a holding company of various subsidiaries which collectively form a geophysical services company offering seismic data acquisition services to the oil and gas industry in North America, South America, and Southeast Asia. SAE provides a full range of services related to the acquisition of 2D, 3D and time-lapse 4D seismic data on land, in transition zones between land and water and in shallow water. Based on its due diligence investigations of SAE and the industry in which it operates, including the financial and other information provided by SAE in the course of their negotiations, Trio believes that SAE has the appropriate infrastructure in place and is well positioned in its industry to achieve significant organic growth, and has exhibited the ability to successfully integrate acquired companies. As a result, Trio also believes that a business combination with SAE will provide Trio stockholders with an opportunity to participate in a company with significant growth potential. See the section entitled “The Merger Proposal — Trio’s Board of Directors’ and Special Advisor’s Reasons for Approval of the Merger.
    In accordance with Trio’s amended and restated certificate of incorporation, if Trio is unable to complete the business combination with SAE by June 24, 2013, it will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares at a per-share price described in the section entitled “Other Information Related to Trio — Liquidation If No Business Combination” and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating.

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Q.  Do I have conversion rights?    
   

A.

If you are a holder of public shares, you have the right to vote on the merger proposal and demand that Trio convert such shares into cash. We sometimes refer to these rights to demand conversion of the public shares into cash as “conversion rights.”

    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 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 12.5% or more of the public shares. Accordingly, all public shares in excess of 12.5% held by a public stockholder will not be converted to cash.
    Under Trio’s amended and restated certificate of incorporation, the merger may only be consummated if holders of no more than 5,620,923 of the public shares properly demand conversion of their shares into cash. Under the merger agreement, however, the merger may only be consummated if holders of no more than 5,620,823 of the public shares properly demand conversion. Throughout this proxy statement/information statement (except in the consolidated financial statements of Trio), when referring to the limit upon the number of public shares that may be converted, we refer to the limit under the merger agreement.
Q.  How do I exercise my conversion rights?    
   

A.

If you are a holder of public shares and wish to exercise your conversion rights, you must (i) affirmatively vote either for or against the merger proposal, (ii) demand that Trio convert your shares into cash no later than the close of the vote on the merger proposal, and (iii) deliver your stock to Trio’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System prior to the vote at the meeting. Any holder of public shares voting against the merger proposal will be entitled to demand that his shares be converted for $10.00 per share. Any holder of public shares voting for the merger proposal will be entitled to demand that his shares be converted for a full pro rata portion of the amount then in the trust account (which was $61,673,100, or $10.08 per share, as of March 14, 2013). Your vote on any proposal other than the merger proposal will have no impact on the amount you will receive upon exercise of your conversion rights.

    If you are a holder of public shares, you may demand conversion rights either by checking the box on the proxy card or by submitting your request in writing to David D. Sgro, Trio’s secretary, at the address listed at the end of this section. If you (i) initially vote for the merger proposal but then wish to vote against it, or (ii) initially vote against the merger but later wish to vote for it, or (iii) wish to exercise your conversion rights but initially do not check the box on the proxy card providing for the exercise of your conversion rights and do not send a written request to Trio to exercise your conversion rights, you may request Trio to send you another proxy card on which you may indicate your intended vote or your intention to exercise your conversion rights.

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    You may make such request by contacting Trio at the phone number or address listed at the end of this section.
    Any request for conversion, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the merger proposal at the special meeting. If you deliver your shares for conversion to Trio’s transfer agent and later decide prior to the special meeting not to elect conversion, you may request that Trio’s transfer agent return the shares (physically or electronically). You may make such request by contacting Trio’s transfer agent at the phone number or address listed at the end of this section.
    Any corrected or changed proxy card or written demand of conversion rights must be received by Trio’s secretary prior to the vote taken on the merger proposal at the special meeting. No demand for conversion will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the meeting.
    If a holder of public shares votes for or against the merger proposal, demand is properly made and the stock is delivered as described above, then, if the merger is consummated, Trio will convert these shares into $10.00 in cash or a pro rata portion of funds deposited in the trust account, as applicable. If you exercise your conversion rights, then you will be exchanging your shares of Trio common stock for cash and will no longer own these shares following the merger.
    If you are a holder of public shares and you exercise your conversion rights, it will not result in either the exercise or loss of any Trio warrants that you may hold. Your warrants will continue to be outstanding following a conversion of your common stock and will become exercisable upon consummation of the merger. A registration statement must be in effect to allow you to exercise any warrants you may hold or to allow Trio to call the warrants for redemption if the redemption conditions are satisfied. In addition, effective upon the closing of the merger, the terms of the warrants will be amended to increase the exercise price of such warrants from $7.50 to $12.00 per share and increase the redemption price of such warrants from $12.50 to $15.00 per share. Furthermore, promptly after the closing of the merger, Trio has agreed to use its reasonable best efforts to commence and consummate an offer to the holders of Trio’s warrants providing them with the right to exchange their warrants for shares of Trio common stock, at a ratio of ten warrants for one share of Trio common stock. See the section entitled “The Warrant Amendments.” If the merger is not consummated, the warrant amendments will not take effect, the warrant exchange offer will not be conducted, and the warrants will not become exercisable and will be worthless.
Q.  Do I have appraisal rights if I object to the proposed acquisition?    
   

A.

No. Neither Trio stockholders nor Trio warrant holders have appraisal rights in connection with the merger under the General Corporation Law of the State of Delaware (“DGCL”).

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Q.  What happens to the funds deposited in the trust account after consummation of the merger?    
   

A.

After consummation of the merger, the funds in the trust account will be released to Trio and used by Trio to pay the cash merger consideration to SAE’s common stockholders and Series A preferred stockholder, to pay holders of the public shares who exercise conversion rights, to pay expenses incurred in connection with the business combination with SAE, and for working capital and general corporate purposes. Such expenses include a fee to the representative of the underwriters of Trio’s initial public offering of $2,415,000 for acting as its investment banker in connection with the business combination. Trio also may use the funds in the trust account to fund the transactions described in the section entitled “The Merger Proposal — Interests of Trio’s Directors, Officers, Special Advisor and Others in the Merger.

Q.  What happens if the merger is not consummated?    
   

A.

Trio must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount described below, if it does not consummate the merger or another business combination by June 24, 2013. If the merger with SAE or another proposed business combination that Trio presents to its stockholders for approval ultimately is not completed, the public stockholders that either voted against the last proposed business combination before redemption or did not vote on such business combination shall be entitled to receive only $10.00 per share, and those holders of public shares who voted for the proposed business combination and continued to hold their shares until redemption shall be entitled to receive a full pro rata share of the trust account (which is $10.08 per share as of March 14, 2013) plus any additional pro rata interest earned on the funds held in the trust account and not released to Trio for its working capital requirements or necessary to pay its taxes.

    Holders of initial shares, including all of Trio’s officers and directors, have waived any right to participate in any redemption distribution from Trio’s trust account with respect to those shares. Eric S. Rosenfeld, Trio’s chairman of the board and chief executive officer, will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Trio for services rendered or contracted for or products sold to Trio, but only if such a vendor or target business has not executed such a waiver. Trio cannot assure you that Mr. Rosenfeld will be able to satisfy those obligations. See the section entitled “Other Information Related to Trio — Liquidation If No Business Combination” for additional information.
    If the merger is not consummated, the warrant amendments will not take effect, the warrant exchange offer will not be conducted, and the warrants will not become exercisable and will be worthless.

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Q.  When do you expect the merger to be completed?    
   

A.

It is currently anticipated that the merger will be consummated promptly following the Trio special meeting on [•], 2013. For a description of the conditions for the completion of the merger, see the section entitled “The Merger Agreement — Conditions to the Closing of the Merger.

Q.  What do I need to do now?    
   

A.

Trio urges you to read carefully and consider the information contained in this proxy statement/information statement, including the annexes, and to consider how the merger will affect you as a stockholder and warrant holder of Trio. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/information statement and on the enclosed proxy card.

Q.  How do I vote?    
   

A.

If you are a holder of record of Trio common stock, you may vote in person at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker, bank or nominee.

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

A.

No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

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

A.

Yes. Send a later-dated, signed proxy card to Trio’s secretary at the address set forth below so that it is received by Trio’s secretary prior to the vote at the special meeting or attend the special meeting in person and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Trio’s secretary, which must be received by Trio’s secretary prior to the vote at the special meeting.

Q.  What should I do with my stock certificates?    
   

A.

Trio stockholders who do not elect to have their shares converted into the pro rata share of the trust account should not submit their stock certificates now or after the merger, because their shares will not be converted or exchanged in the merger. Trio stockholders who exercise their conversion rights must deliver their stock certificates to Trio’s transfer agent (either physically or electronically) prior to the vote at the meeting.

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

A.

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/information 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 a vote with respect to all of your Trio shares.

Q.  Who can help answer my questions?    
   

A.

If you have questions about the merger or if you need additional copies of the proxy statement/information statement or the enclosed proxy card you should contact:

    Mr. David D. Sgro
Trio Merger Corp.
777 Third Avenue, 37th Floor
New York, New York 10017
Tel: (212) 319-7676
Fax: (212) 319-0760
    or:
    MacKenzie Partners Inc.
105 Madison Avenue
New York, NY 10016
Tel: (800) 322-2885
Fax: (212) 929-0308
    You may also obtain additional information about Trio from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek conversion of your shares, you will need to deliver your stock (either physically or electronically) to Trio’s transfer agent at the address below prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:
    Mr. Mark Zimkind
Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Tel: (212) 509-5100
Fax: (212) 845-3287

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SUMMARY OF THE PROXY STATEMENT/INFORMATION STATEMENT

This summary highlights selected information from this proxy statement/information statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the merger, you should read this entire document carefully, including the merger agreement attached as Annex A to this proxy statement/information statement. The merger agreement is the legal document that governs the merger and the other transactions that will be undertaken in connection with the merger. It is also described in detail in this proxy statement/information statement in the section entitled “The Merger Agreement.”

The Parties

Trio

Trio Merger Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Trio was incorporated under the laws of Delaware on February 2, 2011.

On June 24, 2011, Trio closed its initial public offering of 6,000,000 units, with each unit consisting of one share of its common stock and one warrant, each to purchase one share of its common stock at an exercise price of $7.50 per share. On June 27, 2011, Trio consummated the sale of an additional 900,000 units which were subject to an over-allotment option granted to the underwriters of its initial public offering. The units from the initial public offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $69,000,000. Simultaneously with the consummation of the initial public offering, Trio consummated the private sale of 6,500,000 warrants to its initial stockholders and 600,000 warrants to EarlyBirdCapital, Inc. and its designees, in each case at $0.50 per warrant for an aggregate purchase price of $3,550,000. After deducting the underwriting discounts and commissions and the public offering expenses, the total net proceeds to Trio from the public offering (including the over-allotment option) were $66,120,000. Of these net proceeds, $65,660,000, together with $3,550,000 raised from the private sale of warrants, for a total of $69,210,000, was deposited into the trust account and the remaining proceeds of approximately $460,000 became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The initial public offering was conducted pursuant to registration statements on Form S-1 (Reg. No. 333-172836 and 333-175040), that became effective on June 20, 2011 and June 21, 2011. As of March 14, 2013, there was approximately $61,673,100 held in the trust account.

The funds held in the trust account will be released to Trio upon consummation of the merger, and used to pay the cash merger consideration to SAE’s common stockholders, on a fully-diluted basis, and Series A preferred stockholder, to pay the holders of the public shares who exercise conversion rights, and to pay expenses incurred in connection with the business combination, including a fee to the representative of the underwriters of Trio’s initial public offering of $2,415,000 for acting as its investment banker in connection with the business combination. The remaining proceeds will be used for working capital and general corporate purposes, including funding for organic growth and acquisitions. Trio also may use the funds in the trust account to fund the transactions described in the section entitled “The Merger Proposal — Interests of Trio’s Directors, Officers and Special Advisor in the Merger.”

If Trio does not complete the merger by June 24, 2013, it will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares at a per-share price described in the section entitled “Other Information Related to Trio — Liquidation If No Business Combination” and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating.

Trio common stock is listed on the Nasdaq under the symbol TRIO and Trio warrants are quoted on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol TMRGW. Effective March 26, 2012, Trio units ceased public trading and were mandatorily separated into their component parts (one share of Trio common stock and one Trio warrant).

The mailing address of Trio’s principal executive office is 777 Third Avenue, 37th Floor, New York, New York 10017. Its telephone number is (212) 319-7676. After the consummation of the merger, its principal executive

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office will be that of SAE, located at 3333 8th Street SE, 3rd floor, Calgary Alberta, T2G 3A4 and its telephone number will be (403) 776-1950.

Merger Sub

Trio Merger Sub, Inc. is a wholly-owned subsidiary of Trio formed solely for the purpose of effecting the merger with SAE described herein. Merger Sub was incorporated under the laws of Delaware on December 6, 2012. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 777 Third Avenue, 37th Floor, New York, New York 10017. Its telephone number is (212) 319-7676. After the consummation of the merger, its principal executive office will be that of SAE, located at 3333 8th Street SE, 3rd floor, Calgary Alberta, T2G 3A4 and its telephone number will be (403) 776-1950.

SAE

SAExploration Holdings, Inc. is a geophysical services company offering a full range of seismic data acquisition services related to the acquisition of 2D, 3D, and time-lapse 4D seismic data on land, in transition zones, between land and water and in shallow water. SAE was incorporated under the laws of Delaware on October 15, 2012.

SAExploration, Inc., SAE’s wholly-owned operating subsidiary, was originally formed on June 6, 2006, as South American Exploration, LLC, an Alaska limited liability company, and on July 20, 2011 was merged with and into a Delaware limited liability company, also named South American Exploration, LLC. On August 5, 2011, South American Exploration, LLC was converted to SAExploration, Inc., a Delaware corporation (“SAExploration”). On November 26, 2012, as part of a corporate restructuring of SAExploration, SAE became the parent company for SAExploration and its subsidiaries.

SAE’s geophysical services include seismic data surveys, data processing and integrated reservoir geosciences services for its customers in the oil and natural gas industry, which include national oil companies, major international oil companies and independent oil and gas exploration and production companies in North America, South America and Southeast Asia. Seismic data is used by these companies to identify and analyze drilling prospects and maximize successful drilling. SAE provides the following seismic data services:

Program Design
Planning & Permitting
Camp Services
Survey
Drilling
Recording
Reclamation
In-field Processing

SAE’s principal executive offices are located in Calgary, Alberta, Canada at 3333 8th Street SE, 3rd floor, Calgary, Alberta, T2G 3A4. Its telephone number is (403) 776-1950 and its web address is www.saexploration.com. We do not intend for information contained in SAE’s website to be a part of this proxy statement/information statement.

CLCH

CLCH, LLC is an investment vehicle holding a majority of the outstanding SAE common stock and all of the outstanding SAE Series A preferred stock. CLCH is a limited liability company formed under the laws of Alaska on October 25, 2011. CLCH is an affiliate of Jeff Hastings, the chairman of the board and chief strategic officer of SAE.

The mailing address of CLCH’s principal executive offices is 4721 Golden Spring Circle, Anchorage Alaska 99507. Its telephone number is (907) 229-0150.

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The Merger Proposal

The merger agreement provides for a business combination transaction by means of the merger of SAE into Merger Sub, with Merger Sub surviving and remaining as a wholly-owned subsidiary of Trio. In connection with the merger, Trio will change its name to “SAExploration Holdings, Inc.”

Under the merger agreement, the SAE common stockholders, on a fully-diluted basis, will receive: (i) an aggregate of 6,448,413 shares of Trio common stock at the closing; (ii) an aggregate of $7,500,000 in cash at the closing; (iii) an aggregate of $17,500,000 represented by a promissory note to be issued by Trio at the closing; and (iv) the right to receive up to 992,064 additional shares of Trio common stock after the closing based on the achievement of specified earnings targets by the combined company for the 2013 and/or 2014 fiscal years. Additionally, Trio will pay to CLCH an aggregate of $5,000,000 in cash for all of the outstanding shares of SAE Series A preferred stock.

The following table sets forth the earnings targets, which are measured by EBITDA, and the range of additional shares issuable to the SAE stockholders upon the achievement of such targets:

       
  EBITDA Target   Additional Share Range
     Minimum   Maximum   Minimum   Maximum
Fiscal year ending December 31, 2013   $ 46,000,000     $ 50,000,000       248,016       496,032  
Fiscal year ending December 31, 2014   $ 52,000,000     $ 56,000,000       248,016       496,032  

In the event that EBITDA falls within the minimum and maximum EBITDA targets, the number of shares to be issued will be interpolated between such targets. In the event that the minimum EBITDA target is not met in any particular year but the combined company’s cumulative EBITDA over the two year period is between $98,000,000 and $106,000,000, the SAE stockholders will be entitled to the pro rata number of the additional shares they would have been entitled to if each individual yearly EBITDA target was met. See the section entitled “The Merger Proposal — Structure of the Merger” for the manner in which EBITDA is defined for this purpose.

To provide a fund for payment to Trio with respect to its post-closing rights to indemnification under the merger agreement for breaches of representations and warranties and covenants by SAE and its stockholders, and for certain other indemnifiable matters, there will be placed in escrow (with an independent escrow agent) an aggregate of 545,635 of the shares of Trio common stock issuable to the SAE common stockholders at closing. The aggregate liability for indemnification will not exceed the shares held in escrow. Other than with respect to actual fraud or intentional or willful misrepresentation or omission, Trio’s rights to indemnification will be its sole remedy with respect to any and all claims for money damages arising out of or relating to the merger agreement. See the section entitled “The Merger Proposal — Indemnification of Trio.”

Trio and SAE plan to complete the merger promptly after the Trio special meeting, provided that:

Trio’s stockholders have approved the merger proposal;
holders of 496,032 or more of the public shares do not exercise their conversion rights; and
the other conditions specified in the merger agreement have been satisfied or waived.

After consideration of the factors identified and discussed in the section entitled “The Merger Proposal —  Trio’s Board of Directors’ and Special Advisor’s Reasons for Approval of the Merger,” Trio’s board of directors concluded that the merger met all of the requirements disclosed in the prospectus for its initial public offering, including that such business had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the merger agreement.

Upon completion of the merger, assuming that none of the holders of the public shares elects to convert such shares into cash, the SAE common stockholders will own approximately 44.8% of the shares of Trio common stock outstanding immediately after the closing of the merger and the other Trio stockholders will own approximately 55.2% of the outstanding shares of Trio common stock. If the maximum number of public shares are converted that would still allow Trio to consummate the merger (5,620,823 shares), such

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percentages would be 73.5% and 26.5%, respectively. The foregoing does not take into account shares that would be issued to SAE common stockholders upon achievement of the EBITDA targets. However, if 5,620,823 of the public shares are converted and thereafter the full number of shares contingent upon the achievement of the EBITDA targets is earned, the current Trio stockholders would own 23.8% of the total outstanding shares of Trio common stock and the SAE common stockholders would own 76.2%, assuming that no other shares are issued. None of the foregoing percentages take into account the shares underlying the Trio warrants that are presently outstanding or the shares underlying the warrants that may be issued to Eric S. Rosenfeld, Trio’s chairman of the board and chief executive officer, and Crescendo Advisors II, LLC, an affiliate of Mr. Rosenfeld, upon conversion of certain promissory notes held by them (or the shares of Trio common stock that may be issued for any such warrants in the warrant exchange). In addition, all of these percentages assume that the underwriters’ options have been exchanged for 100,000 shares of Trio’s common stock, that none of the SAE stockholders exercises appraisal rights and that all of the holders of currently outstanding SAE derivative securities exercise or exchange such securities immediately prior to the merger. To the extent appraisal rights are exercised or the derivative securities are not exercised or exchanged, the percentage of Trio common stock owned by the SAE common stockholders immediately after the merger would decrease and that owned by the Trio stockholders would increase.

If the SAE common stockholders own less than a majority of the outstanding Trio common stock immediately after the merger, pursuant to the voting proxy agreements, certain of Trio’s initial stockholders, including Eric S. Rosenfeld, David D. Sgro and Arnaud Ajdler, have committed to grant to CLCH at the closing of the merger an irrevocable proxy to vote a certain number of the initial shares and a certain number of shares of Trio common stock received by them in the warrant exchange offer described in this proxy statement/information statement. The number of shares over which the proxy is being granted will be mutually determined such that Mr. Hastings and Mr. Beatty collectively will have voting control over at least 51% of Trio common stock after the closing of the merger.

If the merger proposal is not approved by Trio’s stockholders at the special meeting, the other proposals (except an adjournment proposal, as discussed below) will not be presented at the special meeting for a vote.

Opinion of Financial Advisor to the Board of Directors of Trio

Trio engaged Cassel Salpeter & Co., LLC (“Cassel Salpeter”) to render an opinion as to, as of December 9, 2012, (i) the fairness, from a financial point of view, to Trio of the merger consideration to be paid by Trio in the merger pursuant to the merger agreement and (ii) whether SAE had a fair market value equal to at least 80% of the balance of funds in the trust account. Cassel Salpeter is an investment banking firm that regularly is engaged in the evaluation of businesses and their securities in connection with acquisitions, corporate restructuring, private placements and for other purposes. Trio’s board of directors decided to use the services of Cassel Salpeter because it is a recognized investment banking firm that has substantial experience in similar matters.

Cassel Salpeter rendered its oral opinion to Trio’s board of directors on December 9, 2012 (which was subsequently confirmed in writing by delivery of Cassel Salpeter’s written opinion dated the same date) that, as of December 9, 2012, (i) the merger consideration to be paid by Trio in the merger pursuant to the merger agreement was fair, from a financial point of view, to Trio and (ii) SAE had a fair market value equal to at least 80% of the balance of funds in the trust account. For purposes of Cassel Salpeter’s opinion, “merger consideration” referred to the following in the aggregate, (a) 6,448,413 shares of Trio common stock, (b) $12,500,000 in cash, (c) promissory notes, which we sometimes refer to as the “seller notes,” issued by Trio in the original principal amount of $17,500,000 in the aggregate, and (d) up to 992,064 shares of Trio common stock, which we sometimes refer to as the “EBITDA shares,” to be issued upon and subject to Trio achieving certain financial results following the merger as provided by and in accordance with the merger agreement. Cassel Salpeter also assumed that, prior to the consummation of the merger, SAE would declare and pay a cash dividend not to exceed $15,000,000 to the holders of its common stock.

The amount of the consideration to be paid by Trio to SAE’s stockholders was determined pursuant to negotiations between Trio and SAE and not pursuant to recommendations of Cassel Salpeter.

The opinion was provided for the use and benefit of the Trio board in connection with its consideration of the merger and only addressed (i) the fairness, from a financial point of view, to Trio of the merger consideration

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to be paid by Trio in the merger pursuant to the merger agreement and (ii) whether SAE had a fair market value equal to at least 80% of the balance of funds in the trust account, in each case as of the date of the opinion, and did not address any other aspect or implication of the merger. The summary of Cassel Salpeter’s opinion in this proxy statement/information statement is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex D to this proxy statement/information statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion. However, neither Cassel Salpeter’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/information statement are intended to be, and do not constitute, advice or a recommendation to any stockholder as to how such stockholder should act or vote with respect to any matter relating to the proposed merger.

The Charter Amendments Proposal

The proposed amendments to Trio’s amended and restated certificate of incorporation addressed by the charter amendments proposal would, effective following the merger, (i) change Trio’s name to “SAExploration Holdings, Inc.”, (ii) adjust the existing classification of directors to conform with the classification described in the director election proposal, and (iii) delete the preamble and sections A through I, inclusive, of Article Sixth, as such provisions will no longer be applicable to Trio after the merger, and redesignate section J of Article Sixth as Article Sixth. Section H of Article Sixth provides that, if a business combination is not consummated by June 24, 2013, Trio will cease all operations except for the purposes of winding up, redeeming 100% of the public shares for cash and, subject to approval of its then stockholders and subject to the requirements of the DGCL, dissolving and liquidating. By deleting section H of Article Sixth, Trio will effectively change the period of its existence to perpetual. See the section entitled “The Charter Amendments Proposal.”

If the charter amendments proposal is not approved by Trio’s stockholders at the special meeting, the other proposals (except an adjournment proposal, as discussed below) will not be presented to the meeting for a vote.

The Incentive Compensation Plan Proposal

The proposed 2013 Long-Term Incentive Plan will reserve up to 792,513 shares of Trio common stock for issuance in accordance with the plan’s terms. The purpose of the plan is to provide Trio’s employees who, by their position, ability and diligence are able to make important contributions to Trio’s growth and profitability, with an incentive to assist Trio in achieving its long-term corporate objectives, to attract and retain executive officers and other employees of outstanding competence and to provide such persons with an opportunity to acquire an equity interest in Trio. The plan is attached as Annex C to this proxy statement/information statement. You are encouraged to read the plan in its entirety. See the section entitled “The Incentive Compensation Plan Proposal.”

The Director Election Proposal

At the special meeting, eight directors will be elected to Trio’s board of directors, of whom three will be Class A directors serving until the annual meeting to be held in 2014, two will be Class B directors serving until the annual meeting to be held in 2015 and three will be Class C directors serving until the annual meeting to be held in 2016 and, in each case, until their successors are elected and qualified. Upon the consummation of the merger, if the proposed nominees are elected, the directors of Trio will be as follows:

in the class to stand for reelection in 2014: Jeff Hastings, Brent Whiteley and Gary Dalton;
in the class to stand for reelection in 2015: Brian Beatty and Arnold Wong; and
in the class to stand for reelection in 2016: Eric S. Rosenfeld, David D. Sgro and Arnaud Ajdler.

Upon the consummation of the merger, the executive officers of Trio will be Jeff Hastings, executive chairman of the board, Brian Beatty, chief executive officer and president, and Brent Whiteley, chief financial officer, general counsel and secretary. Each of such persons is currently an executive officer of SAE. See the section entitled “The Director Election Proposal.”

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The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting to authorize Trio to consummate the merger (because either the merger proposal or the charter amendments proposal is not approved or more than 5,620,823 of the holders of the public shares properly elect to convert their public shares into cash), Trio’s board of directors may submit a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies. See the section entitled “The Adjournment Proposal.”

The Say-On-Pay Proposal

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) and rules promulgated by the SEC thereunder enable Trio’s stockholders to vote to approve, on an advisory basis, the compensation of Trio’s “named executive officers” (as defined in Item 402 of Regulation S-K promulgated under the Exchange Act) as disclosed in this proxy statement/information statement in accordance with the SEC’s rules. This vote is sometimes referred to as the “say-on-pay vote.” The say-on-pay vote is advisory, and therefore not binding on Trio, its board of directors or, once formed, its compensation committee. See the section entitled “The Say-On-Pay Proposal.”

The Frequency of Say-On-Pay Proposal

The Dodd-Frank Act enables Trio’s stockholders to indicate, at least once every six years, how frequently they believe Trio should conduct a say-on-pay vote. The options are to conduct the say-on-pay vote every one, two or three years. This vote is sometimes referred to as the “frequency of say-on-pay vote.” After careful consideration, Trio has determined that a three-year cycle is consistent with its policies and practices for evaluating and determining compensation of its named executive officers. The frequency of say-on-pay vote is advisory, and therefore not binding on Trio, its board of directors or, once formed, its compensation committee. See the section entitled “The Frequency of Say-On-Pay Proposal.”

The Warrant Amendments; Warrant Exchange

As a condition to entering into the merger agreement, SAE required that Trio effectuate certain changes with respect to its outstanding warrants. Accordingly, to accommodate such requirement and induce SAE to enter into the merger agreement, Trio obtained written consents from the holders of 50.3% of the outstanding warrants approving an amendment to the warrants (i) to increase the exercise price of the warrants from $7.50 to $12.00 per share of Trio common stock and (ii) to increase the redemption price of the warrants from $12.50 to $15.00 per share of Trio common stock, effective upon the closing of the merger.

Because Trio obtained the written consent of the holders of a majority of the outstanding warrants as of December 10, 2012, no further action of the warrant holders is required to approve the amendment. However, under federal law, the amendment may not take effect until at least 20 days after this proxy statement/information statement has first been sent to warrant holders. The amendment to the warrants will become effective upon the execution of an amendment to the warrant agreement at the closing of the merger.

To further accommodate SAE’s requirement that Trio effect certain changes with respect to its outstanding warrants, Trio agreed to offer the holders of Trio’s warrants the right to exchange their warrants for shares of Trio common stock, at a ratio of ten warrants for one share of Trio common stock promptly after consummation of the merger. The warrant holders who consented to the amendments to the warrant agreement, each of whom is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act, also agreed to participate in this warrant exchange with respect to the warrants held or to be held by them. In addition, the representative of the underwriters of Trio’s initial public offering, on behalf of itself and its designees, has agreed to exchange, at the closing of the merger, the underwriters’ options to purchase up to a total of 600,000 shares of common stock and 600,000 warrants for 100,000 shares of Trio common stock. See the section entitled “The Warrant Amendments.”

Trio Initial Stockholders

As of [•], 2013, the record date for the Trio special meeting, Trio’s initial stockholders — Eric S. Rosenfeld, Trio’s chairman of the board, chief executive officer and president, David D. Sgro, Trio’s chief financial officer and secretary and a director of Trio, David Boris, Mark Hauser and Barry Erdos, each a director of Trio, Joel

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Greenblatt, the special advisor to Trio, and Arnaud Ajdler, Gregory R. Monahan, Riverview Group LLC, York Select, L.P. and York Select Master Fund, L.P. — beneficially owned and were entitled to vote an aggregate of 1,725,000 initial shares that were issued prior to Trio’s initial public offering. The initial shares issued to the Trio initial stockholders currently constitute approximately 22% of the outstanding shares of Trio’s common stock.

In connection with the initial public offering, Trio and EarlyBirdCapital, Inc., the representative of the underwriters of the initial public offering, entered into agreements with each of the Trio initial stockholders pursuant to which each Trio initial stockholder agreed to vote the initial shares, as well as any shares of common stock acquired in the aftermarket, in favor of the merger proposal. The Trio initial stockholders have also indicated that they intend to vote their initial shares in favor of all other proposals being presented at the meeting. The initial shares have no redemption rights in the event a business combination is not effected in the required time period and will be worthless if no business combination is effected by Trio. In connection with the initial public offering, the Trio initial stockholders entered into an escrow agreement pursuant to which their initial shares are held in escrow and may not be transferred (subject to limited exceptions) until twelve months after a business combination or earlier if, subsequent to a business combination, Trio consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

As of the date of this proxy statement/information statement, the Trio initial stockholders have not purchased any shares of Trio common stock in the open market. If the Trio initial stockholders believe it would be desirable for them or their affiliates to purchase shares in advance of the special meeting, they may do so. Such determination would be based on factors such as the likelihood of approval or disapproval of the merger proposal, the number of shares for which conversion may be requested and the financial resources available to such prospective purchasers.

Date, Time and Place of Special Meeting of Trio’s Stockholders

The special meeting in lieu of annual meeting of the stockholders of Trio will be held at [•]:00 [a/p].m., Eastern time, on [•], 2013, at the offices of Graubard Miller, Trio’s counsel, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174, to consider and vote upon the merger proposal, the charter amendments proposal, the incentive compensation plan proposal, the director election proposal, the say-on-pay proposal and the frequency of say-on-pay proposal. The adjournment proposal may be presented, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, Trio is not authorized to consummate the merger.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of Trio common stock at the close of business on [•], 2013, which is the record date for the special meeting. Stockholders will have one vote for each share of Trio common stock owned at 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 to ensure that votes related to the shares you beneficially own are properly counted. Trio warrants do not have voting rights. On the record date, there were 7,841,855 shares of Trio common stock outstanding, of which 6,116,855 were public shares and 1,725,000 were initial shares held by the Trio initial stockholders.

Quorum and Vote of Trio Stockholders

A quorum of Trio stockholders is necessary to hold a valid meeting. A quorum will be present at the Trio special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Trio initial stockholders hold approximately 22% of the outstanding shares of Trio common stock, none of which are public shares. Such shares, as well as any shares of common stock acquired in the aftermarket by the Trio initial stockholders, will be voted in favor of the merger proposal and all of the other proposals, for the election of the proposed nominees for director and for three years for the frequency of the say-on-pay vote. The proposals presented at the special meeting will require the following votes:

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Pursuant to Trio’s amended and restated certificate of incorporation, the approval of the merger proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the merger proposal. There are currently 7,841,855 shares of Trio common stock outstanding, of which 6,116,855 are public shares. The merger will not be consummated if the holders of more than 5,620,823 of the public shares properly demand conversion of their public shares into cash.
The approval of the charter amendments proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Trio common stock on the record date.
The approval of the incentive compensation plan proposal will require the affirmative vote of the holders of a majority of the shares of Trio common stock represented in person or by proxy and entitled to vote thereon at the meeting.
The election of directors requires a plurality vote of the shares of common stock present in person or represented by proxy and entitled to vote at the special meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.
The approval of an adjournment proposal will require the affirmative vote of the holders of a majority of the shares of Trio common stock represented in person or by proxy and entitled to vote thereon at the meeting.
The approval of the say-on-pay proposal will require the affirmative vote of the holders of a majority of the shares of Trio common stock represented in person or by proxy and entitled to vote thereon at the meeting. The say-on-pay vote is advisory, and therefore not binding on Trio, its board of directors or, once formed, its compensation committee.
The frequency of say-on-pay proposal requires a plurality vote of the shares of common stock present in person or represented by proxy and entitled to vote at the special meeting. “Plurality” means that the option — every one, two or three years — that receives the largest number of votes cast “FOR” is the option selected by the stockholders. Consequently, any shares not voted “FOR” a particular option (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted toward such option’s selection. The frequency of say-on-pay vote is advisory, and therefore not binding on Trio, its board of directors or, once formed, its compensation committee.

Abstentions will have the same effect as a vote “against” the merger proposal, the charter amendments proposal, the incentive compensation plan proposal, the adjournment proposal, if presented, and the say-on-pay proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have the effect of votes against the charter amendments proposal to which they apply, but will have no effect on the merger proposal, the incentive compensation plan proposal, an adjournment proposal or the say-on-pay proposal. Please note that holders of the public shares cannot seek conversion of their shares unless they affirmatively vote for or against the merger proposal.

The merger is conditioned upon approval of the merger proposal and the charter amendments proposal but not upon the approval of the incentive compensation plan proposal, the director election proposal, the say-on-pay proposal or the frequency of the say-on-pay proposal. However, the incentive compensation plan proposal, the director election proposal, the say-on-pay proposal and the frequency of say-on-pay proposal will not be presented for a vote at the special meeting unless both the merger proposal and the charter amendments proposal are approved.

Conversion Rights

Pursuant to Trio’s amended and restated certificate of incorporation, a holder of public shares may demand that Trio convert such shares into cash if the merger is consummated. Holders of public shares will be entitled to receive cash for these shares only if they (i) affirmatively vote either for or against the merger proposal,

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(ii) demand that Trio convert their shares into cash no later than the close of the vote on the merger proposal, and (iii) deliver their stock to Trio’s transfer agent prior to the vote at the meeting. If the merger is not completed, these shares will not be converted into cash. If a holder of public shares properly demands conversion and votes against the merger proposal, Trio will convert each public share into $10.00 in cash. If a holder of public shares properly demand conversion and votes in favor of the merger proposal, Trio will convert each public share into a full pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the merger. As of March 14, 2013, this would amount to approximately $10.08 per share. If a holder of public shares exercises its conversion rights, then it will be exchanging its shares of Trio common stock for cash and will no longer own the shares. See the section entitled “Special Meeting of Trio Stockholders — Conversion Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

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 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 12.5% or more of the public shares. Accordingly, all public shares in excess of 12.5% held by a public stockholder will not be converted to cash.

If Trio is unable to complete the merger with SAE or another business combination by June 24, 2013, it will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. Only if a holder of public shares votes in favor of the merger with SAE or the last business combination presented to Trio’s stockholders for approval, will a holder of public shares be entitled to receive its full pro rata share of the trust account upon redemption. A full pro rata share of the trust account that a holder would receive upon redemption in the event a business combination is not effected in the required period may be more or less than the estimated $10.08 per share that a holder that votes in favor of the merger proposal would receive upon conversion of its shares in connection with the merger because (i) there will be greater earned interest in the trust account at the time of the redemption since it would occur at a later date than a conversion and (ii) Trio may incur expenses it otherwise would not incur if Trio consummates the merger, including, potentially, claims requiring payment from the trust account by creditors who have not waived their rights against the trust account. Eric S. Rosenfeld, Trio’s chairman and chief executive officer, will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Trio for services rendered or contracted for or products sold to Trio, but only if such a vendor or target business has not executed such a waiver. While Trio has no reason to believe that Mr. Rosenfeld will not be able to satisfy those obligations, there cannot be any assurance to that effect. See the section entitled “Other Information Related to Trio — Liquidation If No Business Combination” for additional information.

The merger will not be consummated if holders of more than 5,620,823 of the public shares (representing 91.9% of the public shares) properly demand conversion of their shares into cash.

Appraisal Rights

Trio stockholders and Trio warrant holders do not have appraisal rights in connection with the merger under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Trio has engaged MacKenzie Partners Inc. 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 Trio Stockholders — Revoking Your Proxy.”

Interests of Trio’s Directors, Officers, Special Advisor and Others in the Merger

When you consider the recommendation of Trio’s board of directors in favor of approval of the merger proposal, the charter amendments proposal and the other proposals, and the adoption of the warrant amendment, you should keep in mind that Trio’s initial stockholders, including its directors, executive officers

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and special advisor, have interests in such proposals and the warrant amendment that are different from, or in addition to, your interests as a stockholder or warrant holder. These interests include, among other things:

If the merger or another business combination is not consummated by June 24, 2013, Trio will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 1,725,000 initial shares held by Trio’s initial stockholders, including its directors, officers and special advisor, which were acquired for an aggregate purchase price of $25,000 prior to Trio’s initial public offering, would be worthless because Trio’s initial stockholders are not entitled to participate in any redemption distribution with respect to such shares. Such shares had an aggregate market value of $17,250,000 based upon the closing price of $10.00 per share on the Nasdaq on March 14, 2013.
Trio’s initial stockholders, including its directors, officers and special advisor, also purchased 6,500,000 warrants from Trio for an aggregate purchase price of $3,250,000 (or $.50 per warrant). These warrants are sometimes referred to herein as the “insider warrants.” These purchases took place on a private placement basis simultaneously with the consummation of the initial public offering. All of the proceeds Trio received from these purchases were placed in the trust account. The insider warrants are identical to the warrants sold in Trio’s initial public offering, except that the insider warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are not redeemable by Trio, in each case so long as they are still held by the initial purchasers or their affiliates. The insider warrants are eligible for exchange, and certain of the initial stockholders have committed to exchange all of their warrants, in the warrant exchange offer. Such warrants had an aggregate market value of $2,795,000, based on the closing price of $0.43 per warrant on the OTCBB on March 14, 2013. All of the warrants will become worthless if the merger is not consummated (as will the remainder of the public warrants).
The transactions contemplated by the merger agreement provide that Eric S. Rosenfeld, David D. Sgro and Arnaud Ajdler will be directors of Trio after the closing of the merger. As such, in the future each will receive any cash fees, stock options or stock awards that the Trio board of directors determines to pay to its non-executive directors.
If Trio is unable to complete a business combination within the required time period, Eric S. Rosenfeld, Trio’s chairman of the board and chief executive officer, will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Trio for services rendered or contracted for or products sold to Trio, but only if such a vendor or target business has not executed such a waiver.
On each of April 25, 2012, September 26, 2012 and November 21, 2012, Eric S. Rosenfeld loaned Trio $100,000, for an aggregate of $300,000 in loans, and on March 7, 2013, Crescendo Advisors II, LLC, an affiliate of Mr. Rosenfeld, loaned Trio an additional $100,000. The loans are non interest bearing and are payable at the consummation of a business combination. Furthermore, Mr. Rosenfeld or his affiliates may loan additional funds to Trio in the future on substantially similar terms in order to meet Trio’s working capital needs prior to the closing of the merger. If Trio fails to consummate a business combination, the loans would become unsecured liabilities of Trio; however, Mr. Rosenfeld, on behalf of himself and his affiliates, has waived any claim against the trust account. Accordingly, Trio will most likely not be able to repay these loans if the merger is not completed.
Trio’s officers, directors, initial stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Trio’s behalf, such as identifying and investigating possible business targets and business combinations. These individuals have negotiated the repayment of any such expenses upon completion of the business combination with SAE. However, if Trio fails to consummate the business combination, they will not have any

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claim against the trust account for reimbursement. Accordingly, Trio will most likely not be able to reimburse these expenses if the merger is not completed. As of March 14, 2013, Trio’s officers, directors, initial stockholders and their affiliates had incurred approximately $1,800 of unpaid reimbursable expenses.

Additionally, upon consummation of the merger, Jeff Hastings, who will become executive chairman of the board of Trio, Brian Beatty, who will become chief executive officer and president of Trio, and Brent Whiteley, who will become chief financial officer, general counsel and secretary of Trio, will enter into new employment agreements with Trio, which will replace their existing employment agreements, and will be compensated for their services. See the section entitled “The Director Election Proposal — Trio Executive Officer and Director Compensation — New Employment Agreements” for further information on the compensation each will receive pursuant to their respective employment agreements. Furthermore, each of Gary Dalton and Arnold Wong will become members of Trio’s board of directors. As such, in the future each will receive any cash fees, stock options or stock awards that the Trio board of directors determines to pay to its non-executive directors.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Trio or its securities, Trio, the Trio initial stockholders, SAE or SAE’s stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the merger proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Trio’s common stock or vote their shares in favor of the merger proposal. Trio may use the funds disbursed from the trust account upon the closing of the merger to fund such purchases and transactions. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares present and entitled to vote at the special meeting to approve the merger proposal vote in its favor and that holders of 5,620,823 or fewer of the public shares demand conversion of their public shares into cash, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/information statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Trio initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on Trio’s common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the merger to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the merger proposal and other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it less likely that the holders of more than 5,620,823 of the public shares will exercise their conversion rights.

As of the date of this proxy statement/information statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Trio will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the merger and charter amendments proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Stockholders

Trio’s board of directors believes that the merger proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of Trio’s stockholders and unanimously recommends that its stockholders vote “FOR” the merger proposal, “FOR” the charter amendments proposal, “FOR” the

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incentive compensation plan proposal, “FOR” the persons nominated for election as directors, “FOR” the adjournment proposal, if presented, “FOR” the say-on-pay proposal, and “FOR” three years for the frequency of say-on-pay proposal.

Conditions to the Closing of the Merger

General Conditions

Consummation of the merger is conditioned on (i) the merger proposal and the charter amendments proposal having been duly approved and adopted by the Trio stockholders by the requisite vote under the laws of Delaware and Trio’s amended and restated certificate of incorporation and (ii) holders of 496,032 or more of the public shares not having exercised their right to convert their public shares into a pro-rata portion of the trust account.

In addition, the consummation of the transactions contemplated by the merger agreement is conditioned upon, among other things, (i) expiration of all specified waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), and no government entity having enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order which is in effect and which has the effect of making the merger illegal or otherwise prohibiting consummation of the merger, (ii) the Trio common stock at the closing being quoted on the OTCBB or listed for trading on the New York Stock Exchange (“NYSE”) or Nasdaq, if the application for any such listing is approved, and there being no action or proceeding pending or threatened against Trio by the Financial Industry Regulatory Authority, Inc. (“FINRA”) to prohibit or terminate the quotation of Trio common stock on the OTCBB or the trading of the common stock on the NYSE or Nasdaq, (iii) SAE having entered into an amendment to its existing credit facility in form and substance reasonably satisfactory to Trio and SAE, (iv) the representations and warranties of each party being true and correct as of the date of the merger agreement and on and as of the closing date (except that, on and as of the closing date, the representations and warranties of each party that are not qualified as to materiality need only be true and correct in all material respects) and each party having performed or complied with all agreements and covenants required by the merger agreement to be performed or complied with on or prior to the closing (except to the extent that any failure to perform or comply is not willful and does not constitute a material adverse effect), and each party having received a certificate with respect to the foregoing from the other party, and (v) all necessary consents, waivers and approvals required to be obtained in connection with the merger having been received, other than consents, waivers and approvals the absence of which could not reasonably be expected to have a material adverse effect.

SAE’s Conditions to Closing

The obligations of SAE to consummate the transactions contemplated by the merger agreement also are conditioned upon, among other things:

there having occurred no material adverse effect with respect to Trio since the date of the merger agreement;
Trio being in compliance with the reporting requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”);
certain officers and directors of Trio having resigned from all of their positions and offices with Trio;
Trio having made appropriate arrangements to have the funds in the trust account disbursed to it upon closing of the merger;
receipt by SAE of an opinion of Trio’s counsel in agreed form; and
the voting proxy agreements having been executed by certain of Trio’s initial stockholders.

Trio’s Conditions to Closing

The obligations of Trio to consummate the transactions contemplated by the merger agreement also are conditioned upon each of the following, among other things:

there having occurred no material adverse effect with respect to SAE since the date of the merger agreement;

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employment agreements with certain of SAE’s officers, in form and substance mutually satisfactory to SAE and Trio, being in full force and effect;
receipt by Trio of an opinion of SAE’s counsel in agreed form;
(a) all outstanding indebtedness owed by any SAE insider to SAE having been repaid in full; (b) all guarantees or similar arrangements pursuant to which SAE has guaranteed the payment or performance of any obligations of any SAE insider to a third party having been terminated; and (c) no SAE insider owning any direct equity interests in any subsidiary of SAE or in any other entity that uses in its name “SAExploration”; and
holders of no more than 10% of the shares of any class of securities of SAE outstanding immediately before the merger having exercised their appraisal rights.

Termination

The merger agreement may be terminated at any time, but not later than the closing, as follows:

by mutual written agreement of Trio and SAE;
by either Trio or the representative of the SAE stockholders if the merger is not consummated on or before June 30, 2013, provided that such termination is not available to a party whose action or failure to act has been a principal cause of or resulted in the failure of the merger to be consummated before such date and such action or failure to act is a breach of the merger agreement;
by either Trio or SAE if a governmental entity shall have issued an order, decree, judgment or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger, which order, decree, ruling or other action is final and nonappealable;
by either Trio or SAE if the other party has breached any of its covenants or representations and warranties in any material respect and has not cured its breach within thirty days of the notice of an intent to terminate, provided that the terminating party is itself not in breach;
by SAE, if immediately prior to the merger, Trio does not have cash on hand of $30,000,000 after (i) payment to the holders of public shares who elect to convert their shares into cash, (ii) payment to fund the repurchase or redemption of Trio common stock for the purposes of enhancing the likelihood of securing approval of the merger, (iii) payment of Trio’s income and other tax obligations, (iv) repayment of loans and reimbursement of expenses to directors and officers of Trio, and (v) payment of transaction costs of Trio and up to $2,000,000 of transaction costs of SAE in connection with the merger;
by SAE or Trio if a material adverse effect has occurred with respect to the other since the date of the merger agreement; and
by either Trio or SAE if, at the special meeting, the merger proposal fails to be approved and adopted by the requisite vote of the Trio stockholders under the laws of Delaware and Trio’s amended and restated certificate of incorporation or holders of less than 496,032 of the public shares do not exercise their right to convert their public shares into a pro-rata portion of the trust account.

The merger agreement does not specifically address the rights of a party in the event of a material breach by a party of its covenants or warranties or a refusal or wrongful failure of the other party to consummate the merger. However, the non-wrongful party would be entitled to assert its legal rights for breach of contract against the wrongful party, including the right to seek specific performance of the agreement.

If permitted under the applicable law, either SAE or Trio may, in writing, waive any inaccuracies in the representations and warranties made to such party contained in the merger agreement or in any document delivered pursuant to the merger agreement, and waive compliance with any agreements or conditions for the benefit of itself contained in the merger agreement or in any document delivered pursuant to the merger agreement. The condition that holders of 496,032 or more of the public shares not have exercised their right

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to convert their public shares into a pro-rata portion of the trust account may not be waived. Trio cannot assure you that all of the conditions will be satisfied or waived.

The existence of the financial and personal interests of the directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Trio and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation. See the section entitled “Risk Factors” for a fuller discussion of this and other risks.

Tax Consequences of the Merger

Trio has received an opinion from its counsel, Graubard Miller, that, for federal income tax purposes:

No gain or loss will be recognized by stockholders of Trio who do not elect conversion of their public shares; and
A stockholder of Trio who exercises conversion rights and effects a termination of the stockholder’s interest in Trio will be required to recognize capital gain or loss upon the exchange of that stockholder’s shares of common stock of Trio for cash, if such shares were held as a capital asset on the date of the merger. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder’s shares of Trio common stock.

The tax opinion is attached to this proxy statement/information statement as Annex E. Graubard Miller has consented to the use of its opinion in this proxy statement/information statement. For a description of the material federal income tax consequences of the merger, please see the information set forth in “The Merger Proposal — Material Federal Income Tax Consequences of the Merger to Trio and its Stockholders.”

Anticipated Accounting Treatment

The merger will be accounted for as a reverse acquisition in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, Trio will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on SAE comprising the ongoing operations of the combined entity, SAE senior management comprising the senior management of the combined company, and the SAE common stockholders having a majority of the voting power of the combined entity. In accordance with guidance applicable to these circumstances, the merger will be considered to be a capital transaction in substance. Accordingly, for accounting purposes, the merger will be treated as the equivalent of SAE issuing stock for the net assets of Trio, accompanied by a recapitalization. The net assets of Trio will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the merger will be those of SAE.

Regulatory Matters

The merger and the transactions contemplated by the merger agreement are not subject to any additional federal or state regulatory requirement or approval, except for the filing of required notifications and the expiration of the required waiting periods under the HSR Act, and for filings with the State of Delaware necessary to effectuate the transactions contemplated by the merger agreement.

Risk Factors

In evaluating the proposals to be presented at the special meeting, a stockholder should carefully read this proxy statement/information statement and especially consider the factors discussed in the section entitled “Risk Factors.”

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SELECTED HISTORICAL FINANCIAL INFORMATION

Trio is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the merger.

Trio’s consolidated balance sheet data as of December 31, 2012 and December 31, 2011 and consolidated statement of operations data for the year ended December 31, 2012, the period from February 2, 2011 (inception) to December 31, 2011 and the period from February 2, 2011 (inception) to December 31, 2012 are derived from Trio’s audited financial statements included elsewhere in this proxy statement/information statement.

SAE’s consolidated balance sheet data as of December 31, 2012 and December 31, 2011 and consolidated statement of operations data for the years then ended are derived from SAE’s audited consolidated financial statements, which are included elsewhere in this proxy statement/information statement.

The information is only a summary and should be read in conjunction with each of SAE’s and Trio’s consolidated financial statements and related notes and “Other Information Related to Trio — Trio’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “SAE’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/information statement are not indicative of the future performance of SAE or Trio.

Prior to the closing of the merger, SAE may make a cash distribution to its stockholders. See “The Merger Agreement — SAE Stockholder Dividends.”

Selected Historical Financial Information — Trio
(in thousands, except per share data)

     
  For the Fiscal Year Ended December 31, 2012   For the
Period from February 2, 2011 (Inception) to December 31, 2011
  For the
Period from February 2, 2011
(Inception) to December 31, 2012
Income Statement Data:
                          
Revenue   $     $     $  
Interest income   $ 40     $ 2     $ 42  
Net loss   $ (985 )    $ (348 )    $ (1,333 ) 
Basic and diluted net loss per share   $ (0.44 )    $ (0.17 )          
Weighted average shares outstanding, basic and diluted     2,220,932       2,009,748           

   
  As of December 31,
     2012   2011
Balance Sheet Data:
                 
Total assets   $ 61,727     $ 61,993  
Total liabilities   $ 905     $ 186  
Common stock subject to possible conversion   $ 56,670     $ 56,670  
Total stockholders’ equity   $ 4,152     $ 5,137  

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Selected Financial Information — SAE
(In thousands, except per share data)

         
  For the Fiscal Year Ended December 31,
     2012
Audited
  2011
Audited
  2010 Unaudited   2009 Unaudited   2008 Unaudited
Income Statement Data:
                                            
Revenues from services   $ 257,359     $ 178,210     $ 140,521     $ 52,150     $ 23,789  
Net income (loss)   $ 9,985     $ 6,753     $ 9,091     $ (246 )    $ (1,209 ) 

         
  As of December 31,
     2012
Audited
  2011
Audited
  2010 Unaudited   2009 Unaudited   2008 Unaudited
Balance Sheet Data:
                                            
Total assets   $ 148,490     $ 94,134     $ 49,954     $ 29,820     $ 16,514  
Current maturities of notes payable and obligations under capital leases   $ 1,671     $ 8,308     $ 3,607     $ 7,047     $ 15,719  
Notes payable and obligations under capital leases less current maturities   $ 79,547     $ 1,669                    
Preferred Stock   $ 5,000     $ 5,000     $ 5,000              
Stockholders’ equity   $ 24,580     $ 14,133     $ 5,178     $ 2,836     $ (1,896 ) 

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SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

The following selected unaudited pro forma financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed consolidated financial statements included elsewhere in this proxy statement/information statement.

The following unaudited pro forma condensed combined balance sheet data combine the audited condensed consolidated historical balance sheet data of SAE as of December 31, 2012 with the audited condensed historical balance sheet data of Trio as of December 31, 2012, giving effect to the merger as if it had been consummated as of that date.

The following unaudited pro forma condensed combined statements of operations data combine the audited historical consolidated statement of operations data of SAE for the year ended December 31, 2012 with the audited historical statement of operations data of Trio for the year ended December 31, 2012, giving effect to the merger as if it had occurred on January 1, 2012.

The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the merger, are factually supportable and, in the case of the pro forma statements of operations, are expected to have a continuing impact on the combined results. The adjustments presented on the pro forma condensed combined financial statements have been identified and presented in “Unaudited Pro Forma Condensed Combined Financial Information” to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the merger.

The historical financial information of SAE was derived from the audited consolidated financial statements of SAE for the year ended December 31, 2012 included elsewhere in this proxy statement/information statement. The historical financial information of Trio was derived from the audited financial statements of Trio for the year ended December 31, 2012 included elsewhere in this proxy statement/information statement.

This information should be read together with SAE’s and Trio’s audited financial statements and related notes, “Unaudited Pro Forma Condensed Combined Financial Statements,” “SAE’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Other Information Related to Trio — Trio’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/information statement.

Trio cannot predict how many of its public stockholders will elect to convert their stock to cash. As a result it has elected to provide pro forma financial statements under three different assumptions which produce significant differences in cash and stockholders equity. The actual results are likely to be in between the results shown, but there can be no assurance that will be the case. Separate pro forma information has been presented assuming the following circumstances: (1) holders of 4,312,986 shares of the Trio common stock elect to have their shares converted upon the consummation of the merger at the conversion price of $10.08 per share (which is a full pro rata share of the trust account as of March 14, 2013), to provide net proceeds of $12.5 million (gross proceeds of $18.2 million less transaction costs and accrued liabilities of $5.7 million), such that Trio has sufficient funds from the trust account to pay the cash portion of the merger consideration (referred to as “maximum conversions” in the table below); (2) holders of 2,586,875 shares of the Trio common stock elect to have their shares converted upon the consummation of the merger at the conversion price of $10.08 per share (which is a full pro rata share of the trust account as of March 14, 2013), to provide net proceeds of $30 million (gross proceeds of $35.7 million less transaction costs and accrued liabilities of $5.7 million), such that SAE does not have a contractual right to terminate the merger agreement (referred to as “conversions needed to avoid termination” in the table below); and (3) no holders of Trio common stock exercise their right to have their shares converted upon the consummation of the merger. While under the merger agreement, the merger may be consummated if holders of no more than 5,620,823 of the public shares properly demand conversion of their shares into cash, pro forma financial information assuming the conversion of this number of public shares has not been presented, because the funds available to Trio in such event would be insufficient to pay the transaction costs and the cash portion of the merger consideration without obtaining additional financing.

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Trio is providing this information to aid you in your analysis of the financial aspects of the transaction. The unaudited pro forma financial statements are not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or the future financial position or operating results of the combined company.

     
Year Ended December 31,   2012 Proforma Unaudited, Assuming Maximum Conversions   2012 Proforma Unaudited, Assuming Conversions Needed to Avoid Termination   2012
Proforma Unaudited, Assuming No Conversions
     (In thousands)
Operating revenues   $ 257,359     $ 257,359     $ 257,359  
Net income (loss)   $ 7,125     $ 7,125     $ 7,125  
Total assets   $ 147,418     $ 154,068     $ 175,934  
Current maturities of notes payable and obligations under capital leases   $ 1,671     $ 1,671     $ 1,671  
Notes payable and obligations under capital leases less current maturities   $ 97,047     $ 97,047     $ 97,047  
Stockholders’ equity   $ 12,252     $ 18,902     $ 40,768  

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COMPARATIVE PER SHARE DATA

The following table sets forth the per share data of Trio and SAE on a stand-alone basis for the year ended December 31, 2012 and the unaudited pro forma combined per share ownership information of Trio and SAE for the year ended December 31, 2012, after giving effect to the merger, assuming, separately, (1) holders of 4,312,986 shares of the Trio common stock elect to have their shares converted upon the consummation of the merger at the conversion price of $10.08 per share (which is a full pro rata share of the trust account as of March 14, 2013) (referred to as “maximum conversions” in the table below); (2) holders of 2,586,875 shares of the Trio common stock elect to have their shares converted upon the consummation of the merger at the conversion price of $10.08 per share (which is a full pro rata share of the trust account as of March 14, 2013) (referred to as “conversions needed to avoid termination” in the table below); and (3) no holders of Trio common stock exercise their right to have their shares converted upon the consummation of the merger. While under the merger agreement, the merger may be consummated if holders of no more than 5,620,823 of the public shares properly demand conversion of their shares into cash, pro forma financial information assuming the conversion of this number of public shares has not been presented, because the funds available to Trio in such event would be insufficient to pay the transaction costs and the cash portion of the merger consideration without obtaining additional financing.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/information statement, and the historical financial statements of Trio and SAE and related notes that are included elsewhere in this proxy statement/information statement. The unaudited Trio and SAE pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/information statement.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Trio and SAE would have been had the companies been combined during the period presented.

         
  (In thousands, except share data)
     Net loss, or Pro Forma Net Income (in thousands)   Weighted Average Shares Outstanding   Loss or Pro Forma Earnings Per Share   Shares Outstanding as of December 31, 2012   Book Value Per Share or Pro Forma Book Value Per Share
Historical Trio for the Year ended December 31, 2012   $ (985 )      2,220,932     $ (0.44 )      2,220,932     $ 1.87  
Historical SAE for the Year ended December 31, 2012   $ 9,985                          
Pro Forma combined company for the Year ended December 31, 2012, assuming maximum conversion   $ 7,885       10,787,282     $ 0.66       10,787,282     $ 1.14  
Pro Forma combined company for the Year ended December 31, 2012, assuming sufficient shareholders elect not to convert in order to avoid termination   $ 7,885       12,523,393     $ 0.57       12,523,393     $ 1.51  
Pro Forma combined company for the Year ended December 31, 2012, assuming no conversion   $ 7,885       15,100,268     $ 0.47       15,100,268     $ 2.70  

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/information statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/information statement.

Risks Related to Trio’s Business and Operations Following the Merger with SAE

The value of your investment in Trio following consummation of the merger will be subject to the significant risks affecting SAE and inherent in the geophysical services industry. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement/information statement. If any of the events described below occur, Trio’s post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of its common stock to decline, perhaps significantly, and you therefore may lose all or part of your investment. As used in the risks described in this subsection, references to “we,” “us” and “our” are intended to refer to SAE unless the context clearly indicates otherwise.

Our business largely depends on the levels of exploration and development activity in the oil and natural gas industry, a historically cyclical industry. A decrease in this activity caused by low oil and gas prices, reduced demand or other factors will have an adverse effect on our business, liquidity and results of operations.

Demand for our services depends upon the level of spending by oil and natural gas companies for exploration, production, development and field management activities, which depend, in part, on oil and natural gas prices. The markets for oil and natural gas have historically been volatile and are likely to continue to be so in the future. In addition to the market prices of oil and natural gas, our customers’ willingness to explore, develop and produce depends largely upon prevailing industry conditions that are influenced by numerous factors over which our management has no control. A decline in oil and natural gas exploration activities and commodity prices may adversely affect the demand for our services and our results of operations.

Factors affecting the prices of oil and natural gas and our customers’ desire to explore, develop and produce include:

the level of supply and demand for oil and natural gas;
expectations about future prices for oil and natural gas;
the worldwide political, military and economic conditions;
the ability of the Organization of Petroleum Exporting Countries to set and maintain production levels and prices for oil;
the rate of discovery of new oil and gas reserves and the decline of existing oil and gas reserves;
the cost of exploring for, developing and producing oil and natural gas;
the ability of exploration and production companies to generate funds or otherwise obtain capital for exploration, development and production operations;
technological advances affecting energy exploration, production and consumption;
government policies, including environmental regulations and tax policies, regarding the exploration for, production and development of oil and natural gas reserves, the use of fossil fuels and alternative energy sources and climate change; and
weather conditions, including large-scale weather events such as hurricanes that affect oil and gas operations over a wide area or affect prices.

We cannot assure you that the exploration and development activities by our customers will be maintained at current levels. Any significant decline in exploration or production-related spending by our customers, whether due to a decrease in the market prices for oil and natural gas or otherwise, would have a material adverse

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effect on our results of operations. Additionally, increases in oil and gas prices may not increase demand for our products and services or otherwise have a positive effect on our results of operations or financial condition.

Our revenues are subject to fluctuations that are beyond our control, which could adversely affect our results of operations in any financial period.

Our operating results may vary in material respects from quarter to quarter. Factors that cause variations include the timing of the receipt and commencement of contracts for seismic data acquisition, processing or interpretation and customers’ budgetary cycles, all of which are beyond our control. In addition, in any given period, we could have idle crews which result in a significant portion of our revenues, cash flows and earnings coming from a relatively small number of crews. Lower crew utilization rates can be caused by land access permit and weather delays, seasonal factors such as holiday schedules, shorter winter days or agricultural or hunting seasons, and crew repositioning and crew utilization and productivity. Additionally, due to location, service line or particular project, some of our individual crews may achieve results that are a significant percentage of our consolidated operating results. Should any of our crews experience changes in timing or delays due to one or more of these factors, our financial results could be subject to significant variations from period to period. Combined with our fixed costs, these revenue fluctuations could also produce unexpected adverse results of operations in any fiscal period.

Revenues derived from our projects may not be sufficient to cover our costs of completing those projects or may not result in the profit we anticipated when we entered into the contract.

Our revenue is determined, in part, by the prices we receive for our services, the productivity of our crews and the accuracy of our cost estimates. The productivity of our crews is partly a function of external factors, such as weather and third party delays, over which we have no control. In addition, cost estimates for our projects may be inadequate due to unknown factors associated with the work to be performed and market conditions, resulting in cost over-runs. If our crews encounter operational difficulties or delays, or if we have not correctly priced our services, our results of operation may vary and, in some cases, may be adversely affected.

Our projects are performed on both a turnkey basis where a defined amount and scope of work is provided by us for a fixed price and additional work, which is subject to customer approval, is billed separately, and on a term basis where work is provided by us for a fixed hourly, daily or monthly fee. Our current projects are operated under a close to even mix of turnkey agreement and term agreements but the relative percentages can vary widely from time to time. The revenue, cost and gross profit realized on a turnkey contract can vary from our estimated amount because of changes in job conditions, variations in labor and equipment productivity from the original estimates, and the performance of subcontractors. In addition, if conditions exist on a particular project that were not anticipated in the customer contract such as excessive weather delays, community issues or governmental issues, then the revenue timing and amount from a project can be affected substantially. Turnkey contracts may also cause us to bear substantially all of the risks of business interruption caused by weather delays and other hazards. Those variations, delays and risks inherent in billing customers at a fixed price may result in us experiencing reduced profitability or losses on projects.

The high fixed costs of our operations could result in operating losses.

We are subject to high fixed costs, which primarily consist of depreciation and maintenance expenses associated with our equipment and certain crew costs. Extended periods of significant downtime or low productivity caused by reduced demand, weather interruptions, equipment failures, permit delays or other causes could negatively affect our results and have a material adverse effect on our financial condition and results of operations because we will not be able to reduce our fixed costs as fast as revenues decline.

Our results of operations could be adversely affected by asset impairments.

We periodically review our portfolio of equipment for impairment. A prolonged downturn could affect the carrying value of our goodwill and require us to recognize a loss. We may be required to write down the value of our equipment if the future cash flows anticipated to be generated from the related equipment falls

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below net book value. A decline in oil and natural gas prices, if sustained, can result in future impairments. Because the impairment of long-lived assets or goodwill would be recorded as an operating expense, such a write-down would negatively affect our net income and may result in a breach of certain of our financial covenants under our senior credit facility, including our minimum net worth requirement.

Our working capital needs are difficult to forecast and may vary significantly, which could require us to seek additional financing that we may not be able to obtain on satisfactory terms, or at all.

Our working capital needs are difficult to predict with certainty. Our revenues vary in material respects as a result of, among other things, the timing of our projects, our customers’ budgetary cycles and our receipt of payment. Our working capital requirements continue to increase, primarily due to the expansion of our infrastructure in response to our continued growth and expansion of operations and the need to keep pace with technological advances. In order to remain competitive, we must continue to invest additional capital to maintain, upgrade and expand our seismic data acquisition capabilities. We therefore may be subject to significant and rapid increases in our working capital needs that could require us to seek additional financing sources. Restrictions in our debt agreements may impair our ability to obtain other sources of financing, and access to additional sources of financing may not be available on terms acceptable to us, or at all.

Our revenues are subject to seasonal conditions, which may affect our ability to timely complete projects.

Our seismic data acquisition services are performed outdoors and are therefore subject to seasonality. Shorter winter days and adverse weather negatively impact our ability to provide services in certain regions. While we plan for our projects to take place during favorable seasons, we have limited control over the actual timing of those operations due to the extensive planning, preparation and permits required to perform a seismic survey in certain areas, which may cause our operations to be delayed and result in additional costs.

Our operations are subject to delays related to obtaining government permits and land access rights from third parties which could result in delays affecting our results of operations.

Our seismic data acquisition operations could be adversely affected by our inability to obtain timely right of way usage from both public and private land and/or mineral owners. We cannot begin surveys on property without obtaining any required permits from governmental entities as well as the permission of the private landowners who own the land being surveyed. In recent years, it has become more difficult, costly and time-consuming to obtain access rights of way as drilling activities have expanded into more populated areas. Additionally, while landowners generally are cooperative in granting access rights, some have become more resistant to seismic and drilling activities occurring on their property. In addition, governmental entities do not always grant permits within the time periods expected. Delays associated with obtaining such rights of way may negatively affect our results of operations.

Our backlog can vary significantly from time to time and our backlog estimates are based on certain assumptions and are subject to unexpected adjustments and cancellations and thus may not be timely converted to revenues in any particular fiscal period, if at all, or be indicative of our actual operating results for any future period.

Our backlog estimates represent those seismic data acquisition projects for which a customer has executed a contract and has a scheduled start date for the project. Our backlog can vary significantly from time to time, particularly if the backlog is made up of multi year contracts with some of our more significant clients. Backlog estimates are based on a number of assumptions and estimates including assumptions related to foreign exchange rates and proportionate performance of contracts. The realization of our backlog estimates is further affected by our performance under term rate contracts, as the early or late completion of a project under term rate contracts will generally result in decreased or increased, as the case may be, revenues derived from those projects. Contracts for services are also occasionally modified by mutual consent and often can be terminated for convenience by the customer. Because of potential changes in the scope or schedule of our customers’ projects, and the possibility of early termination of customer contracts, we cannot predict with certainty when or if our backlog will be realized. Material delays, payment defaults or cancellations on the underlying contracts could reduce the amount of backlog currently reported and, consequently, could inhibit the conversion of that backlog into revenues.

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We face intense competition in our business that could result in downward pricing pressure and the loss of market share.

Competition among seismic contractors historically has been, and likely will continue to be, intense. Competitive factors have in recent years included price, crew experience, equipment availability, technological expertise and reputation for quality and dependability. We also face increasing competition from nationally owned companies in various international jurisdictions that operate under less significant financial constraints than those we experience. Many of our competitors have greater financial and other resources, more customers, greater market recognition and more established relationships and alliances in the industry than we do. They and other competitors may be better positioned to withstand and adjust more quickly to volatile market conditions, such as fluctuations in oil and natural gas prices and production levels, as well as changes in government regulations. Additionally, the seismic data acquisition business is extremely price competitive and has a history of protracted periods of months or years where seismic contractors under financial duress bid jobs at unattractive pricing levels and therefore adversely affect industry pricing. Competition from those and other competitors could result in downward pricing pressure, which could adversely affect our margins, and could result in the loss of market share.

We do not maintain a seismic data library, which may affect our ability to effectively compete.

Our customers own the data and processing products we deliver, and we do not maintain a seismic data library. If our customers significantly increase their preference toward licensing seismic data from multi-customer data libraries, it may affect the degree to which they request our services and our ability to compete.

Capital requirements for the technology we use are significant. If we are unable to finance these requirements, we may not be able to maintain our competitive advantage.

Seismic data acquisition technologies historically have steadily improved and progressed, and we expect this trend to continue. Manufacturers of seismic equipment may develop new systems that have competitive advantages relative to systems now in use that either renders the equipment we currently use obsolete or require us to make substantial capital expenditures to maintain our competitive position. In order to remain competitive, we must continue to invest additional capital to maintain, upgrade and expand our seismic data acquisition capabilities.

Our capital requirements, which are primarily the cost of equipment, are significant. Although we attempt to minimize our capital expenditures by restricting our purchase of equipment to equipment that we believe will remain highly utilized, and we strategically rent equipment utilizing the most current technology to cover peak periods in equipment demands. However, we may not be able to finance all of our capital requirements, when and if needed, to acquire new equipment. If we are unable to do so, it may have a material negative impact on our operations and financial condition.

We are dependent upon a small number of significant customers.

We derive a significant amount of our revenues from a small number of oil and gas exploration and development companies. During the year ended December 31, 2012, we had three customers that represented 55% of our consolidated revenue for the period. During the year ended December 31, 2011, we had four customers that represented 58% of our consolidated revenue for the period. While our revenues are derived from a concentrated customer base, our significant customers may vary between years. One customer, however, represented 16% and 29% of our revenues for the years ended December 31, 2012 and 2011, respectively. Our contract with this customer, as with certain of our other contracts, may be terminated by the customer at any time for convenience. If this client, or any of our other significant clients, were to terminate their contracts with us or fail to contract for our services in the future because they are acquired, alter their exploration or development strategy, experience financial difficulties or for any other reason, our business, financial condition and results of operations could be materially and adversely affected.

We bear the risk, if any, if our customers become insolvent and fail to pay amounts owed to us.

Although we perform ongoing credit evaluations of our customers’ financial conditions, we generally require no collateral from our customers. It is possible that one or more of our customers will become financially

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distressed, which could cause them to default on their obligations to us and could reduce their future need for seismic services provided by us. Our concentration of customers may also increase our overall exposure to those credit risks. In addition, from time to time, we experience contractual disputes with our customers regarding the payment of invoices or other matters. While we seek to minimize those disputes and maintain good relations with our customers, we have in the past, and may in the future, experience disputes that could negatively affect our relationship with a customer. Our inability to collect our accounts receivable, whether due to customer financial difficulties or disputes, could have a materially adverse effect on our results of operations.

We have supply arrangements with a limited number of key suppliers, the loss of any one of which could have a material adverse effect on our financial condition and results of operations.

Historically, we have purchased or rented substantially all of our seismic data acquisition equipment from a limited number of key suppliers. If any of our key suppliers discontinues operations or otherwise refuses to honor its supply arrangements with us, we may be required to enter into agreements with alternative suppliers on terms less favorable to us, which could result in increased production costs and longer delivery lead times.

Some of our suppliers may also be our competitors. If competitive pressures were to become such that our suppliers would no longer sell to us, we would not be able to easily replace the technology with equipment that communicates effectively with our existing technology, thereby impairing our ability to conduct our business.

Our industry has periodically experienced shortages in the availability of equipment. Any difficulty we experience replacing or adding equipment could adversely affect our business.

If the demand for seismic services increases, we may not be able to acquire equipment to replace our existing equipment or add additional equipment. From time to time, the high demand for seismic services has decreased the availability of geophysical equipment, resulting in extended delivery dates on orders of new equipment. If that were to recur, any delay in obtaining equipment could delay our implementation of additional or larger crews and restrict the productivity of our existing crews. A delay in obtaining equipment essential to our operations could have a material adverse effect on our ability to meet our customers’ needs and further grow our business.

We operate under hazardous conditions that subject us and our employees to risk of damage to property or personal injury and limitations on our insurance coverage may expose us to potentially significant liability costs.

Our activities are often conducted in dangerous environments and include hazardous conditions, including operation of heavy equipment, the detonation of explosives, and operations in remote areas of developing countries. Operating in such environments, and under such conditions, carries with it inherent risks, such as loss of human life or equipment, as well as the risk of downtime or reduced productivity resulting from equipment failures caused by an adverse operating environment. Those risks could cause us to experience injuries to our personnel, equipment losses, and interruptions in our business.

Although we maintain what we believe is prudent insurance protection that is consistent with industry practice, our insurance contains certain coverage exclusions and policy limits. Moreover, we do not carry business interruption insurance for our operations. There can be no assurance that our insurance will be sufficient or adequate to cover all losses or liabilities or that insurance will continue to be available to us on acceptable terms, or at all. Further, we may experience difficulties in collecting from insurers as such insurers may deny all or a portion of our claims for insurance coverage. A successful claim for which we are not fully insured, or which is excluded from coverage or exceeds the policy limits of our applicable insurance, could have a material adverse effect on our financial condition.

We may be held liable for the actions of our subcontractors.

We often work as the general contractor on seismic data acquisition surveys and consequently engage a number of subcontractors to perform services and provide products. While we generally obtain contractual indemnification and insurance covering the acts of those subcontractors, and require the subcontractors to

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obtain insurance for our benefit, there can be no assurance we will not be held liable for the actions of those subcontractors. In addition, subcontractors may cause damage or injury to our personnel and property that is not fully covered by insurance or by claims against the subcontractors.

Our agreements with our customers may not adequately protect us from unforeseen events or address all issues that could arise with our customers. The occurrence of unforeseen events, or disputes with customers not adequately addressed in the contracts could result in increased liability, costs and expenses for our projects.

We enter into master service agreements with many of our customers that allocate certain operational risks. Despite the inclusion of risk allocation provisions in our agreements, our operations may be affected by a number of events that are unforeseen or not within our control and our agreements may not adequately protect us from each possible event. If an event occurs which we have not contemplated or otherwise addressed in our agreement we, and not our customer, will likely bear the increased cost or liability. To the extent our agreements do not adequately address those and other issues, or we are not able to successfully resolve resulting disputes, we may incur increased liability, costs and expenses. This may have a material adverse effect on our results of operations.

We, along with our customers, are subject to compliance with governmental laws and regulations that may expose us to significant costs and liabilities and may adversely affect the demand for our services.

Our operations, and those of our customers, are subject to a variety of federal, provincial, state and local laws and regulations in the United States and foreign jurisdictions, including stringent laws and regulations relating to protection of the environment. Those laws and regulations may impose numerous obligations that are applicable to our operations including:

the acquisition of permits before commencing regulated activities; and
the limitation or prohibition of seismic activities in environmentally sensitive or protected areas such as wetlands or wilderness areas.

Numerous governmental authorities, such as the U.S. Environmental Protection Agency (the “EPA”) and analogous state agencies in the United States and governmental bodies with control over environmental matters in foreign jurisdictions, have the power to enforce compliance with those laws and regulations and any permits issued under them, oftentimes requiring difficult and costly actions. Failure to comply with those laws, regulations and permits may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations and the issuance of injunctions limiting or preventing some or all of our operations.

We expend financial and managerial resources to comply with all the laws and regulations applicable to our operations. The fact that such laws or regulations change frequently makes it impossible for us to predict the cost or impact of such laws and regulations on our future operations. The adoption of laws and regulations that have the effect of reducing or curtailing exploration and production activities by energy companies could also adversely affect our results of operations by reducing the demand for our services.

Our operations outside of the United States are subject to additional political, economic, and other uncertainties that could adversely affect our business, financial condition, or results of operations, or cash flows, and our exposure to such risks will increase as we expand our international operations.

In 2012, our operations outside of North America accounted for approximately 53% of our revenues. Our international operations are subject to a number of risks inherent to any business operating in foreign countries, and especially those with emerging markets. As we continue to increase our presence in those countries, our operations will encounter the following risks, among others:

government instability, which can cause our potential customers to withdraw or delay investment in capital projects, thereby reducing or eliminating the viability of some markets for our services;
potential expropriation, seizure, nationalization or detention of assets;
risks relating to foreign currency, as described below;

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import/export quotas;
civil uprisings, riots and war, which can make it unsafe to continue operations, adversely affect both budgets and schedules and expose us to losses;
availability of suitable personnel and equipment, which can be affected by government policy, or changes in policy, which limit the importation of qualified crew members or specialized equipment in areas where local resources are insufficient;
laws, regulations, decrees and court decisions under legal systems that are not always fully developed and that may be retroactively applied and cause us to incur unanticipated and/or unrecoverable costs, as well as delays which may result in real or opportunity costs; and
terrorist attacks, including kidnappings of our personnel.

If any of those or other similar events should occur, it could have a material adverse effect on our financial condition and results of operations.

We are subject to taxation in many foreign jurisdictions and the final determination of our tax liabilities involves the interpretation of the statutes and requirements of taxing authorities worldwide. Our tax returns are subject to routine examination by taxing authorities, and those examinations may result in assessments of additional taxes, penalties and/or interest.

Our overall success as a global business depends, in part, upon our ability to succeed in differing economic, social and political conditions. We may not succeed in developing and implementing policies and strategies that are effective in each location where we do business, and we may experience project disruptions and losses, which could negatively affect our profitability.

Our results of operations can be significantly affected by foreign currency fluctuations and regulations.

A portion of our revenues is derived in the local currencies of the foreign jurisdictions in which we operate. Accordingly, we are subject to risks relating to fluctuations in currency exchange rates. In the future, and especially as we further expand our sales in international markets, our customers may increasingly make payments in non-U.S. currencies. Fluctuations in foreign currency exchange rates could affect our sales, cost of sales and operating margins. In addition, currency devaluation can result in a loss to us if we hold deposits of that currency. Hedging foreign currencies can be difficult, especially if the currency is not actively traded. We cannot predict the effect of future exchange rate fluctuations on our operating results.

In addition, we are subject to risks relating to governmental regulation of foreign currency, which may limit our ability to:

transfer funds from or convert currencies in certain countries;
repatriate foreign currency received in excess of local currency requirements; and
repatriate funds held by our foreign subsidiaries to the United States at favorable tax rates.

As we continue to increase our operations in foreign countries, there is an increased risk that foreign currency controls may create difficulty in repatriating profits from foreign countries in the form of taxes or other restrictions, which could restrict our cash flow.

Principally in the United States and to a lesser degree in other countries, current and future legislation or regulation relating to climate change or hydraulic fracturing could negatively affect the exploration and production of oil and gas and adversely affect demand for our services.

In response to concerns suggesting that emissions of certain gases, commonly referred to as “greenhouse gases” (“GHG”) (including carbon dioxide and methane) may be contributing to global climate change, legislative and regulatory measures to address the concerns are in various phases of discussion or implementation at the national and state levels. At least one-third of the states, either individually or through multi-state regional initiatives, have already taken legal measures intended to reduce GHG emissions, primarily through the planned development of GHG emission inventories and/or GHG cap and trade programs.

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Although various climate change legislative measures have been under consideration by the U.S. Congress, it is not possible at this time to predict whether or when Congress may act on climate change legislation. The EPA has promulgated a series of rulemakings and taken other actions that the EPA states will result in the regulation of GHG as “air pollutants” under the existing federal Clean Air Act. Furthermore, in 2010, EPA regulations became effective that require monitoring and reporting of GHG emissions on an annual basis, including extensive GHG monitoring and reporting requirements. While this new rule does not control GHG emission levels from any facilities, it will cause covered facilities to incur monitoring and reporting costs. Moreover, lawsuits have been filed seeking to require individual companies to reduce GHG emissions from their operations.

This increasing focus on global warming may result in new environmental laws or regulations that may negatively affect us, our suppliers and our customers. This could cause us to incur additional direct costs in complying with any new environmental regulations, as well as increased indirect costs resulting from our customers, suppliers or both incurring additional compliance costs that get passed on to us. Moreover, passage of climate change legislation or other federal or state legislative or regulatory initiatives that regulate or restrict emissions of GHG may curtail production and demand for fossil fuels such as oil and gas in areas where our customers operate and thus adversely affect future demand for our services. Reductions in our revenues or increases in our expenses as a result of climate control initiatives could have adverse effects on our business, financial position, results of operations and prospects.

Hydraulic fracturing is an important and commonly used process in the completion of oil and gas wells. Hydraulic fracturing involves the injection of water, sand and chemical additives under pressure into rock formations to stimulate gas production. Due to public concerns raised regarding potential impacts of hydraulic fracturing on groundwater quality, legislative and regulatory efforts at the federal level and in some states have been initiated to require or make more stringent the permitting, reporting and compliance requirements for hydraulic fracturing operations. These legislative and regulatory initiatives imposing additional reporting obligations on, or otherwise limiting, the hydraulic fracturing process could make it more difficult or costly to complete natural gas wells. Shale gas cannot be economically produced without extensive fracturing. In the event such initiatives are successful, demand for our seismic acquisition services may be adversely affected.

As a company subject to compliance with the Foreign Corrupt Practices Act (the “FCPA”), our business may suffer because our efforts to comply with U.S. laws could restrict our ability to do business in foreign markets relative to our competitors who are not subject to U.S. law. Any determination that we or our foreign agents have violated the FCPA may adversely affect our business and operations.

We operate in certain parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We may be subject to competitive disadvantages to the extent that our competitors are able to secure business, licenses or other preferential treatment by making payments to government officials and others in positions of influence or using other methods that U.S. law and regulations prohibit us from using.

As a U.S. corporation, we are subject to the regulations imposed by the FCPA, which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business. In particular, we may be held liable for actions taken by our strategic or local partners even though our partners are not subject to the FCPA. Any such violations could result in substantial civil and/or criminal penalties and might adversely affect our results of operations and our ability to continue to work in those countries.

We may be unable to attract and retain executive officers and skilled and technically knowledgeable employees, which could adversely affect our business.

Our continued success depends upon retaining and attracting executive officers and highly skilled employees. A number of our executive officers and employees possess many years of industry experience and are highly skilled, and members of our management team also have relationships with oil and gas companies and others in the industry that are integral to our ability to market and sell our services. Our inability to retain such individuals could adversely affect our ability to compete in the seismic service industry. We may face significant competition for such skilled personnel, particularly during periods of increased demand for seismic

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services. Although we utilize employment agreements, stock-based compensation and other incentives to retain certain of our key employees, there is no guarantee that we will be able to retain those personnel.

If we do not manage our recent growth and future expansion effectively, our results of operations could be adversely affected.

We have experienced significant growth to date. Our growth has placed, and is expected to continue to place, significant demands on our personnel, management, infrastructure and support mechanisms and other resources. We must continue to improve our operational, financial, management, legal compliance and information systems to keep pace with the growth of our business. We may also expand through the strategic acquisition of companies and assets. We must plan and manage any acquisitions effectively to achieve revenue growth and maintain profitability in our evolving market. If we fail to manage our growth effectively, our results of operations could be adversely affected.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we will be subject to the requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act and other applicable securities rules and regulations. Compliance with these rules and regulations will make some activities more difficult, time-consuming or costly, increase demand on our systems and resources and cause us to incur significant legal, accounting and other expenses that we did not incur as a private company.

The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and the national securities exchanges, establish certain requirements for the corporate governance practices of public companies. For example, upon becoming a public company, we will have additional board committees and will be required to maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results.

In addition, pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of each fiscal year end. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline. Because we will be a smaller reporting company, our independent auditor will not be required to issue an attestation report regarding our internal control over financial reporting in the annual reports that we file with the SEC on Form 10-K. We will remain a smaller reporting company as long as the market value of our securities held by non-affiliates is below $75 million.

In addition to increased legal and financial compliance costs and required management attention, we also expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

We are currently evaluating these rules, and though we cannot accurately predict the amount of additional costs we may incur, or the timing of such costs, we currently estimate that we will incur an additional $500,000 to $1 million of annual recurring general and administrative costs for public company costs.

Our substantial debt could adversely affect our liquidity and results of operations.

As of December 31, 2012, we had approximately $81.2 million of total indebtedness (comprised primarily of our $80 million senior credit facility, which bears interest at a fixed rate of 13.5% per annum). We may not be able to generate sufficient cash to service our debt or sufficient earnings to cover fixed charges in future years. If new debt is added to our current debt levels, the related risks for us could intensify.

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Our substantial debt could have important consequences. In particular, it could:

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund capital expenditures and other general corporate purposes;
limit, along with the financial and other restrictive covenants of our indebtedness, among other things, our ability to borrow additional funds;
limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate;
increase our vulnerability to general adverse economic and industry conditions; and
place us at a competitive disadvantage compared to our competitors that have less debt.

Our debt agreements contain restrictive covenants that may limit our ability to respond to changes in market conditions or pursue business opportunities.

Our senior credit facility contains restrictive covenants that limit our ability to, among other things:

incur or guarantee additional debt;
pay dividends;
repay subordinated debt prior to its maturity;
grant additional liens on our assets;
enter into transactions with our affiliates;
repurchase stock;
make certain investments or acquisitions of substantially all or a portion of another entity’s business assets
undergo a change of control; and
merge with another entity or dispose of our assets.

Complying with these covenants may have a material adverse effect on our financial condition.

If we are unable to comply with the restrictions and covenants in our debt agreements, there could be a default under the terms of such agreements, which could result in an acceleration of repayment. Failure to maintain existing financing or to secure new financing could have a material adverse effect on our liquidity and financial position.

If we are unable to comply with the restrictions and covenants in our senior credit facility and other debt agreements, there could be a default under the terms of those agreements. In the event of a default under those agreements, lenders could terminate their commitments to lend or accelerate the loans and declare all amounts borrowed due and payable. Borrowings under other debt instruments that contain cross-acceleration or cross-default provisions, such as our senior credit facility, may also be accelerated and become due and payable. If any of those events occur, our assets might not be sufficient to repay in full all of our outstanding indebtedness and we may be unable to find alternative financing. Even if we could obtain alternative financing, it might not be on terms that are favorable or acceptable to us. Additionally, we may not be able to amend our debt agreements or obtain needed waivers on satisfactory terms or without incurring substantial costs. Failure to maintain existing or secure new financing could have a material adverse effect on our liquidity and financial position.

If our lenders foreclose on their security interests in our assets, they will have the right to sell those assets in order to satisfy our obligations to them.

Our obligations under our senior credit facility are secured by a lien on substantially all of our U.S. assets and certain of our foreign assets, including the equity interests in our material subsidiaries. In the event of foreclosure, liquidation, bankruptcy or other insolvency proceeding relating to us or to our subsidiaries that

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have guaranteed our debt, holders of our secured indebtedness and our other lenders will have prior claims on our assets. Those claims include the right to foreclose and take possession of our assets, including equipment that is necessary for the conduct of our operations, which would restrict our ability to continue to conduct business. There can be no assurance that we would receive any proceeds from a foreclosure sale of our assets that constitute collateral following the satisfaction of the secured lenders’ priority claims.

Risks Related to the Merger

While the working capital of the combined company will increase if the merger is consummated, the amount of the increase depends on the extent to which the Trio stockholders exercise their right to convert their shares into cash and SAE declares a stockholder dividend.

Pursuant to Trio’s amended and restated certificate of incorporation, holders of public shares may either vote for the merger proposal and demand that Trio convert their shares into a pro rata share of the trust account where a substantial portion of the net proceeds of Trio’s initial public offering are held, calculated as of two business days prior to the anticipated consummation of the merger, or vote against the merger proposal and demand that Trio convert their shares into $10.00 per share. Trio and SAE will not consummate the merger if holders of more than 5,620,823 public shares exercise these conversion rights. If no holders elect to convert their public shares, the trust account will be approximately $61.7 million at closing. To the extent the merger is consummated and holders have demanded to convert their shares, there will be a corresponding reduction in the amount of funds available to the combined company. If conversion rights are exercised with respect to 5,620,823 shares, assuming that all such converting stockholders vote in favor of the merger proposal, the maximum potential conversion cost would be approximately $56.7 million. If, and to the extent, public stockholders elect to convert their shares, the amount of any increase in working capital available to the combined company after the merger will be reduced.

In addition, immediately prior to the consummation of the merger, SAE intends to declare and pay up to a $15,000,000 SAE stockholder dividend, to the extent permitted under its senior credit facility and as determined at the discretion of SAE’s board. The restrictions under SAE’s senior credit facility are such that the dividend will not be permitted if it were to result in a reduction in the working capital available to the combined company after the merger. However, if, and to the extent, a dividend is paid, the amount of any increase in working capital available to the combined company after the merger will be reduced.

As a result, Trio’s management believes that there will be sufficient working capital to operate the combined company satisfactorily after the merger, because the working capital available to the combined company will be no less than SAE’s historical level. There can be no assurance, however, that this level of working capital will continue to be sufficient in the future or that the amount of any increase in working capital available to the combined company will be adequate to pursue its strategy for growth.

Furthermore, if, because of payments made to converting stockholders and other transaction costs, there are insufficient funds to pay the $12,500,000 cash portion of the merger consideration, and SAE has not elected to terminate the merger agreement because Trio will have less than $30,000,000 in cash on hand immediately prior to the merger, after accounting for certain payments, including the payments to converting stockholders, Trio may need to raise additional financing in order to consummate the merger. There can be no assurance that Trio will be able to raise such additional financing on favorable terms or at all.

Future resales of the Trio common stock issued to the SAE common stockholders may cause the market price of Trio’s securities to drop significantly, even if Trio’s business is doing well.

Under the merger agreement, the SAE common stockholders, on a fully-diluted basis, will receive, among other things, an aggregate of 6,448,413 shares of Trio common stock at the closing of the merger and the right to receive up to 992,064 additional shares of Trio common stock after the closing based on the achievement of specified earnings targets by the combined company for the 2013 and/or 2014 fiscal years. Pursuant to the merger agreement, the SAE common stockholders may not sell any of the shares of Trio common stock that they receive as a result of the merger during the twelve month period after the closing date of the merger, subject to certain exceptions, and the SAE common stockholders will be required to enter into lock-up agreements to such effect. See the section entitled “The Merger Proposal — Sale Restriction; Resale Registration.”

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Subject to these restrictions, Trio will enter into a registration rights agreement at the closing of the merger with CLCH and any other SAE common stockholder who may be deemed an “affiliate” of Trio as a result of the issuance of shares of Trio common stock in the merger. Under the registration rights agreement, such holders are entitled to demand that Trio register the shares issued to them pursuant to the merger agreement under the Securities Act. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of the merger. See the section entitled “The Merger Proposal — Sale Restriction; Resale Registration.” Furthermore, the SAE common stockholders, including CLCH and any other SAE common stockholder who may be deemed an “affiliate” of Trio, may sell shares of Trio common stock pursuant to Rule 144 under the Securities Act, if available, rather than under a registration statement. In these cases, the resales must meet the criteria and conform to the requirements of that rule, including, because Trio is currently a shell company, waiting until one year after Trio’s filing with the SEC of a Current Report on Form 8-K containing Form 10 type information reflecting the merger with SAE.

Upon expiration of the applicable lock-up periods, and upon effectiveness of the registration statement Trio files pursuant to the registration rights agreement or upon satisfaction of the requirements of Rule 144 under the Securities Act, the SAE common stockholders may sell large amounts of Trio common stock in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in Trio’s stock price or putting significant downward pressure on the price of Trio’s stock.

Trio’s warrants will become exercisable after the closing of the merger and may be exchanged for shares of Trio common stock in the warrant exchange, which will increase the number of shares eligible for future resale in the public market and result in dilution to Trio’s stockholders.

Trio’s warrants, including (i) the warrants to purchase an aggregate of 6,900,000 shares of common stock issued in Trio’s initial public offering, (ii) the warrants to purchase an aggregate of 7,100,000 shares of common stock issued in a private placement concurrent with Trio’s initial public offering, consisting of 6,500,000 insider warrants and 600,000 warrants issued to EarlyBirdCapital, Inc., the representative of the underwriters for Trio’s initial public offering, and its designees, which we sometimes refer to as the “EBC warrants” and (iii) the warrants to purchase 800,000 shares of common stock that may be issued upon conversion of $400,000 in promissory notes held by Eric S. Rosenfeld and his affiliates, will become exercisable after the closing of the merger. However, as soon as practicable after the closing of the merger, Trio intends to offer the holders of its warrants the right to exchange their warrants for shares of Trio common stock, at a ratio of ten warrants for one share of common stock (or an aggregate of up to 1,480,000 shares of common stock, assuming the promissory notes are converted). Holders of certain of the insider warrants and the EBC warrants have agreed to exchange their warrants for stock in this offer, and Mr. Rosenfeld intends to convert the promissory notes held by him and his affiliates into warrants and exchange such warrants for stock in this offer, which will result in the issuance of 784,298 shares of common stock if the warrant exchange is completed. Furthermore, effective at the closing of the merger, the warrants are being amended to increase the exercise price to $12.00 per share and the redemption price to $15.00 per shares. The exchange of the warrants will result in the issuance of additional shares of Trio common stock, although there can be no assurance that warrant exchange will be completed or that all of the holders of the warrants will elect to participate in the offer. The remaining warrants likely will be exercised only if the $12.00 per share exercise price is below the market price of Trio common stock. To the extent such warrants are exercised, additional shares of Trio common stock will be issued. These issuances of common stock will result in dilution to Trio’s stockholders and increase the number of shares eligible for resale in the public market.

If the initial stockholders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of Trio’s shares of common stock.

Trio’s initial stockholders are entitled to make a demand that Trio register the resale of their initial shares at any time commencing three months prior to the date on which their shares may be released from escrow. The presence of these additional shares of common stock trading in the public market may have an adverse effect on the market price of Trio’s securities.

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If Trio stockholders fail to properly elect to exercise their conversion rights or fail to deliver their shares to the transfer agent after so electing, they will not be entitled to convert their shares of common stock of Trio into a pro rata portion of the trust account.

Trio stockholders holding public shares may demand that Trio convert their shares into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the merger. Trio stockholders who seek to exercise this conversion right must deliver their stock (either physically or electronically) to Trio’s transfer agent prior to the vote at the meeting. Any Trio stockholder who fails to properly elect to exercise such conversion rights or who fails to deliver his stock will not be entitled to convert his or her shares into a pro rata portion of the trust account for conversion of his shares. See the section entitled “Special Meeting of Trio Stockholders — Conversion Rights” for the procedures to be followed if you wish to convert your shares to cash.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 12.5% of the public shares.

A public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 12.5% of the public shares. Accordingly, if you hold more than 12.5% of the public shares and the merger proposal is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 12.5% or sell them in the open market. Trio cannot assure you that the value of such excess shares will appreciate over time following a business combination or that the market price of Trio’s shares of common stock will exceed the per-share conversion price.

Nasdaq may delist Trio’s common stock from quotation on its exchange. Failure to maintain Nasdaq listing could limit investors’ ability to make transactions in its securities and subject Trio to additional trading restrictions.

Trio common stock is currently listed on Nasdaq. In connection with the merger, Nasdaq requires Trio to file a new initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing requirements. Trio may not be able to meet those initial listing requirements and, even if it is able to meet the initial listing requirements, it may not be able to meet the continued listing requirements for its common stock in the future.

If Trio fails to meet the initial or continued listing requirements and Nasdaq delists its securities from trading on its exchange, Trio could face significant material adverse consequences, including:

a limited availability of market quotations for its securities;
a limited amount of news and analyst coverage for the company; and
a decreased ability to issue additional securities or obtain additional financing in the future.

Upon the consummation of the merger, two of Trio’s executive officers and directors will beneficially own at least approximately 31% of its common stock and will have voting control over at least 51% of its common stock, which will make it possible for them to determine the outcome of all matters submitted to its stockholders for approval and will exempt Trio from certain Nasdaq corporate governance requirements. This control may be alleged to conflict with Trio’s interests and the interests of its other stockholders.

Upon the consummation of the merger, assuming that none of the holders of the public shares demand to convert such shares into cash, two of Trio’s executive officers and directors, Jeff Hastings and Brian Beatty, will own at least approximately 31% of the outstanding shares of its common stock. On their own, with the irrevocable proxies that are to be granted to them, Mr. Hastings and Mr. Beatty will have the power to vote at least 51% of the outstanding shares of its common stock. These stockholders will have the power to determine the outcome of all matters submitted to its stockholders for approval, including the election of its directors and other corporate actions. It is possible that the interests of Messrs. Hastings and Beatty may in some circumstances conflict with our interests and the interests of Trio’s other stockholders. In addition, such control could have the effect of discouraging others from attempting to purchase Trio or take it over, and/or reducing the market price offered for its common stock in such an event.

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In addition, because Messrs. Hastings and Beatty will control more than 50% of the voting power of Trio’s common stock, Trio will be considered a “controlled company” for purposes of the Nasdaq listing requirements. As such, Trio will be permitted to and will opt out of the Nasdaq listing requirements that would otherwise require Trio’s board to be comprised of a majority of independent directors; Trio’s board nominations to be selected, or recommended for the board’s selection, either by a nominating committee comprised entirely of independent directors or by a majority of independent directors; and Trio to maintain a compensation committee comprised entirely of independent directors. Accordingly, other Trio stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Trio’s ability to request indemnification from SAE’s stockholders for damages arising out of the merger is limited in certain instances to those claims where damages exceed $500,000 and is also limited to the shares placed in escrow.

At the closing of the merger, 545,635 of the shares of Trio common stock issuable to the SAE common stockholders will be deposited in escrow to provide a fund for payment to Trio with respect to its post-closing rights to indemnification under the merger agreement for breaches of representations and warranties and covenants by SAE and its stockholders, and for certain other indemnifiable matters. Claims for indemnification may only be asserted by Trio once the damages exceed a $500,000 deductible, in which event the amount payable shall be the full amount (and not just the amount in excess of the deductible), except that the deductible will not apply to claims made with respect to representations and warranties relating to the SAE stockholders’ title to the SAE common stock and preferred stock, the outstanding capitalization of SAE, or tax or environmental matters, or to claims made with respect to certain other indemnifiable matters. Accordingly, it is possible that Trio will not be entitled to indemnification even if SAE is found to have breached certain of its representations and warranties and covenants contained in the merger agreement if such breach would only result in damages to Trio of less than $500,000. Also, the aggregate liability for damages is limited to the shares placed in escrow until the date that is the later of 30 days after Trio files its annual report on Form 10-K for its 2013 fiscal year or one year from the closing date of the merger. At such time, 272,818 of the escrow shares will be released from the escrow to the SAE common stockholders, less amounts previously applied in satisfaction of or reserved with respect to indemnification claims (other than tax or environmental indemnification claims, except to the extent such claims exceed 272,817 shares) that are made prior to that date. Thereafter, until the 30 days after Trio files its annual report on Form 10-K for its 2015 fiscal year, it may only make claims with respect to breaches of SAE’s representations and warranties related to tax and environmental matters and its recovery will be limited to the remaining 272,817 shares held in escrow. Claims Trio makes with respect to any breaches of representations and warranties relating to the SAE stockholders’ title to SAE common stock and preferred stock or the outstanding capitalization of SAE or with respect to certain other indemnifiable matters will survive without limitation as to time.

Trio’s current directors, executive officers and special advisor own shares of common stock and warrants that will be worthless and have incurred reimbursable expenses and made loans to Trio that may not be reimbursed or repaid if the merger is not approved. Such interests may have influenced their decision to approve the business combination with SAE.

Certain of Trio’s officers and directors, its special advisor and/or their affiliates beneficially own shares of Trio common stock that they purchased prior to Trio’s initial public offering. Additionally, Trio’s initial stockholders, some of whom also serve as its officers and directors, purchased 6,500,000 insider warrants in a private placement that occurred simultaneously with its initial public offering. Trio’s executive officers, directors and special advisor and their affiliates have no redemption rights with respect to shares they acquired prior to Trio’s initial public offering in the event a business combination is not effected in the required time period. Therefore, if the merger or another business combination is not approved within the required time period, such shares held by such persons will be worthless, as will the warrants. As of March 14, 2013, Trio’s directors, officers and special advisor hold $13,196,240 in common stock (based on a market price of $10.00) and $1,299,400 in warrants (based on a market price of $0.43). In addition, Eric S. Rosenfeld, Trio’s chairman of the board and chief executive officer, has loaned Trio an aggregate of $300,000 and Crescendo Advisors II, LLC, an affiliate of Mr. Rosenfeld, has loaned Trio an additional $100,000. The loans are non interest bearing and are payable at the consummation of a business combination. Mr. Rosenfeld and his affiliates may loan

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additional funds to Trio in the future on substantially similar terms in order to meet Trio’s working capital needs prior to the closing of the merger. If Trio fails to consummate a business combination, the loans would become unsecured liabilities of Trio; however, Mr. Rosenfeld, on behalf of himself and his affiliates, has waived any claim against the trust account. Accordingly, Trio may not be able to repay these loans if the merger is not completed. Furthermore, Trio’s officers, directors, initial stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Trio’s behalf, such as identifying and investigating possible business targets and business combinations. These expenses will be repaid upon completion of the business combination with SAE. However, if Trio fails to consummate the business combination, they will not have any claim against the trust account for reimbursement. Accordingly, Trio may not be able to reimburse these expenses if the merger is not completed. As of March 14, 2013, Trio’s officers, directors, initial stockholders and their affiliates had incurred approximately $1,800 of unpaid reimbursable expenses. See the section entitled “The Merger Proposal — Interests of Trio’s Directors, Officers and Special Advisor in the Merger.”

These financial interests may have influenced the decision of Trio’s directors, officers and special advisor to approve the business combination with SAE and to continue to pursue such business combination. In considering the recommendations of Trio’s board of directors to vote for the merger proposal and other proposals, its stockholders should consider these interests.

Trio’s chairman of the board and chief executive officer is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event the business combination is not consummated. Such liability may have influenced his decision to approve the business combination with SAE.

If the merger or another business combination is not consummated by June 24, 2013, Eric S. Rosenfeld, Trio’s chairman, chief executive officer and president, will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Trio for services rendered or contracted for or products sold to Trio, but only if such a vendor or target business has not executed such a waiver. If Trio consummates a business combination, on the other hand, Trio will be liable for all such claims. Neither Trio nor Mr. Rosenfeld has any reason to believe that Mr. Rosenfeld will not be able to fulfill his indemnity obligations to Trio. See the section entitled “Other Information Related to Trio — Trio’s Plan of Operation” for further information.

These personal obligations of Mr. Rosenfeld may have influenced Trio’s board of director’s decision to approve the business combination with SAE and to continue to pursue such business combination. In considering the recommendations of Trio’s board of directors to vote for the merger proposal and other proposals, Trio’s stockholders should consider these interests.

The exercise of Trio’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the business combination may result in a conflict of interest when determining whether such changes to the terms of the business combination or waivers of conditions are appropriate and in Trio’s stockholders’ best interest.

In the period leading up to the closing of the merger, events may occur that, pursuant to the merger agreement, would require Trio to agree to amend the merger agreement, to consent to certain actions taken by SAE or to waive rights that Trio is entitled to under the merger agreement. Such events could arise because of changes in the course of SAE’s business, a request by SAE 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 SAE’s business and would entitle Trio to terminate the merger agreement. In any of such circumstances, it would be at Trio’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for Trio and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/information statement, Trio does not believe there will be any changes or waivers that Trio’s directors and officers would be likely to make after stockholder approval of the merger proposal has been obtained. While certain changes could be made without further stockholder approval, Trio will circulate a new or amended

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proxy statement/information statement and resolicit Trio’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the merger proposal.

If Trio is unable to complete the business combination with SAE or another business combination by June 24, 2013, Trio will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Trio and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.08 per share.

Under the terms of Trio’s amended and restated certificate of incorporation, Trio must complete the business combination with SAE or another business combination by June 24, 2013, or Trio must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Trio. Although Trio has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of Trio’s public stockholders. If Trio is unable to complete a business combination within the required time period, Eric S. Rosenfeld has agreed that he will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Trio for services rendered or contracted for or products sold to Trio, but only if such a vendor or prospective target business does not execute such a waiver. However, he may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.08 due to such claims.

Additionally, if Trio is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Trio otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, Trio may not be able to return to its public stockholders at least $10.08.

Trio’s stockholders may be held liable for claims by third parties against Trio to the extent of distributions received by them.

If Trio is unable to complete the business combination with SAE or another business combination by June 24, 2013, Trio will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the 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 following such redemption, subject to the approval of its remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Trio cannot assure you that it will properly assess all claims that may be potentially brought against Trio. As such, Trio’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Trio cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by Trio.

If Trio is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which 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

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court could seek to recover all amounts received by Trio’s stockholders. Furthermore, because Trio intends to distribute the proceeds held in the trust account to its public stockholders promptly after June 24, 2013, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Trio’s board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and Trio to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Trio cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing Trio stockholders to increase the likelihood of approval of the acquisition proposal and other proposals could have a depressive effect on Trio’s stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Trio or its securities, Trio, its initial stockholders, SAE or SAE’s stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the merger proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Trio common stock or vote their shares in favor of the merger proposal. Trio may use the funds disbursed from the trust account upon the closing of the merger to fund such agreements and transactions. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the merger proposal vote in its favor and that holders of 5,620,823 or fewer of the public shares demand conversion of their public shares into cash where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on Trio common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting. See the section entitled “The Special Meeting — Trio Initial Stockholders.”

Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the merger, Trio’s board of directors will not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the merger will not be approved.

Trio’s board of directors is seeking approval to adjourn the special meeting to a later date or dates if, at the special meeting, based upon the tabulated votes, there are insufficient votes to approve the consummation of the merger. If the adjournment proposal is not approved, Trio’s board will not have the ability to adjourn the special meeting to a later date and, therefore, will not have more time to solicit votes to approve the consummation of the merger. In such event, the merger would not be completed and, if another business combination is not consummated by June 24, 2013, Trio will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating.

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FORWARD-LOOKING STATEMENTS

Trio believes that some of the information in this proxy statement/information statement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. However, because Trio is a “blank check” company, the safe-harbor provisions of that act do not apply to statements made in this proxy statement/information statement. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

discuss future expectations;
contain projections of future results of operations or financial condition; or
state other “forward-looking” information.

Trio believes it is important to communicate its expectations to its stockholders. However, there may be events in the future that Trio is not able to predict accurately or over which it has no control. The risk factors and cautionary language discussed in this proxy statement/information statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Trio or SAE in such forward-looking statements, including among other things:

the number and percentage of its stockholders voting against the merger proposal and seeking conversion;
the exchange of its warrants for common stock;
changes adversely affecting the business in which SAE is engaged;
management of growth;
general economic conditions;
SAE’s business strategy and plans; and
the result of future financing efforts.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/information statement.

All forward-looking statements included herein attributable to any of Trio, SAE or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Trio and SAE undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/information statement or to reflect the occurrence of unanticipated events.

Before a stockholder grants its proxy or instructs how its vote should be cast or vote on the merger proposal or any of the other proposals, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/information statement may adversely affect Trio and/or SAE.

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SPECIAL MEETING OF TRIO STOCKHOLDERS

General

Trio is furnishing this proxy statement/information statement to Trio’s stockholders as part of the solicitation of proxies by Trio’s board of directors for use at the special meeting in lieu of annual meeting of Trio stockholders to be held on [•], 2013, and at any adjournment or postponement thereof. This proxy statement/information statement is first being furnished to Trio’s stockholders on or about [•], 2013 in connection with the vote on the merger proposal, the charter amendments proposal, the incentive compensation plan proposal, the director election proposal, the adjournment proposal, the say-on-pay proposal and the frequency of say-on-pay proposal. This proxy statement/information statement provides Trio’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Trio is also furnishing this proxy statement/information statement to Trio’s warrant holders to notify them of amendments to the warrants and for informational purposes only. Trio has obtained the written consent from registered holders of a majority of its outstanding warrants to increase the exercise price of such warrants from $7.50 to $12.00 per share and increase the redemption price of such warrants from $12.50 to $15.00 per share, effective upon consummation of the merger. Because the written consents Trio has obtained satisfy the approval requirements for these amendments, no other vote or warrant holder action is required to amend the warrants and Trio is not asking its warrant holders for their proxy or consent. The amendments to the warrants will become effective upon the execution of an amendment to the warrant agreement at the closing of the merger.

Date, Time and Place

The special meeting of stockholders will be held on [•], 2013, at [•]:00 [a/p].m., eastern time, at the offices of Graubard Miller, Trio’s counsel, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174.

Purpose of the Trio Special Meeting

At the special meeting, Trio is asking holders of Trio common stock to:

consider and vote upon a proposal to adopt the merger agreement and approve the merger contemplated by the merger agreement (merger proposal);
consider and vote upon proposals to approve amendments to its amended and restated certificate of incorporation, effective following the merger, to (i) change the name of Trio from “Trio Merger Corp.” to “SAExploration Holdings, Inc.”; (ii) adjust the existing classification of directors to conform with the classification described in the director election proposal; and (iii) delete the preamble and sections A through I, inclusive, of Article Sixth, as such provisions will no longer be applicable to Trio after the merger, and redesignate section J of Article Seventh as Article Sixth (charter amendments proposal);
consider and vote upon a proposal to approve the adoption of the 2013 Long-Term Incentive Plan (incentive compensation plan proposal);
elect eight directors to Trio’s board of directors, of whom three will be Class A directors serving until the annual meeting of stockholders to be held in 2014, two will be Class B directors serving until the annual meeting to be held in 2015 and three will be Class C directors serving until the annual meeting to be held in 2016 and, in each case, until their successors are elected and qualified (director election proposal);
consider and vote upon 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, based upon the tabulated votes at the time of the special meeting, Trio would not have been authorized to consummate the merger (adjournment proposal);
consider and vote upon a proposal to approve, on an advisory basis, the executive compensation of its named executive officers (say-on-pay proposal); and

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consider and vote upon a proposal to select, on an advisory basis, the frequency with which Trio will hold an advisory stockholder vote to approve executive compensation (frequency of say-on-pay proposal).

Recommendation of Trio Board of Directors

Trio’s board of directors:

has unanimously determined that each of the merger proposal, the charter amendments proposal and the incentive compensation plan proposal is fair to and in the best interests of Trio and its stockholders;
has unanimously approved the merger proposal, the charter amendments proposal and the incentive compensation plan proposal;
unanimously recommends that stockholders vote “FOR” the merger proposal;
unanimously recommends that stockholders vote “FOR” the charter amendments proposal;
unanimously recommends that stockholders vote “FOR” the incentive compensation plan proposal;
unanimously recommends that stockholders vote “FOR” the persons nominated for election as directors;
unanimously recommends that stockholders vote “FOR” an adjournment proposal if one is presented to the meeting;
unanimously recommends that stockholders vote “FOR” the say-on-pay proposal; and
unanimously recommends that stockholder vote “FOR” three years for the frequency of say-on-pay proposal.

Joel Greenblatt, Trio’s special advisor, supports the recommendations of the board of directors.

Record Date; Who is Entitled to Vote

Trio has fixed the close of business on [•], 2013, as the “record date” for determining Trio stockholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on [•], 2013, there were 7,841,855 shares of Trio common stock outstanding and entitled to vote. Each share of Trio common stock is entitled to one vote per share at the special meeting.

Pursuant to agreements with Trio, the 1,725,000 initial shares held by the initial stockholders, as well as any shares of common stock acquired in the aftermarket by such stockholders, will be voted in favor of the merger proposal.

Quorum

The presence, in person or by proxy, of a majority of all the outstanding shares of common stock entitled to vote constitutes a quorum at the special meeting.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Trio but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as shares entitled to vote on the matter as to which authority to vote is withheld from the broker. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the merger proposal, the charter amendments proposal, the incentive compensation plan proposal, the director election proposal, the say-on-pay proposal and the frequency of say-on-pay proposal.

Vote Required

The approval of the merger proposal will require the affirmative vote for the proposal by the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the merger proposal. Abstentions are deemed entitled to vote on the merger proposal. Therefore, they

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have the same effect as a vote against the merger proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the merger proposal.

The charter amendments proposal will require the affirmative vote of the holders of a majority of Trio common stock outstanding on the record date. Because this proposal requires the affirmative vote of a majority of the shares of common stock outstanding for approval, abstentions and shares not entitled to vote because of a broker non-vote will have the same effect as a vote against this proposal.

The approval of the incentive compensation plan proposal, the adjournment proposal, if presented, and the say-on-pay proposal will require the affirmative vote of the holders of a majority of Trio common stock represented and entitled to vote thereon at the meeting. Abstentions are deemed entitled to vote on such proposals. Therefore, they have the same effect as a vote against either proposal. Broker non-votes are not deemed entitled to vote on such proposals and, therefore, they will have no effect on the vote on such proposals. The say-on-pay vote is advisory, and therefore not binding on Trio, its board of directors or, once formed, its compensation committee.

Directors are elected by a plurality. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

The frequency of say-on-pay votes also is selected by a plurality. “Plurality” means that the option — every one, two or three years — that receives the largest number of votes cast “FOR” is the option selected by the stockholders. Consequently, any shares not voted “FOR” a particular option (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted toward such option’s selection. The frequency of say-on-pay vote is advisory, and therefore not binding on Trio, its board of directors or, once formed, its compensation committee.

Voting Your Shares

Each share of Trio common stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of Trio common stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of Trio common stock at the special meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card.  If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Trio’s board “FOR” the merger proposal, the charter amendments proposal, the incentive compensation plan proposal, the persons nominated by Trio’s management for election as directors, the adjournment proposal, if presented, the say-on-pay proposal and three years for the frequency of say-on-pay votes. Votes received after a matter has been voted upon at the special meeting will not be counted.
You Can Attend the Special Meeting and Vote in Person.  You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Trio can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

you may send another proxy card with a later date;
you may notify David D. Sgro, Trio’s secretary, in writing before the special meeting that you have revoked your proxy; or
you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

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Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of Trio common stock, you may call MacKenzie Partners Inc., Trio’s proxy solicitor, at (800) 322-2885, or David D. Sgro, Trio’s secretary, at (212) 319-7676.

Conversion Rights

Holders of public shares may seek to convert their shares, regardless of whether they vote for or against the proposed business combination. Any stockholder holding public shares as of the record date who affirmatively votes against the merger proposal may demand that Trio convert such shares into $10.00 in cash. Any stockholder holding public shares as of the record date who votes in favor of the merger proposal may demand that Trio convert such shares into a full pro rata portion of the trust account (which was $10.08 per share as of March 14, 2013), calculated as of two business days prior to the anticipated consummation of the merger. In this way, Trio provides a financial incentive to public stockholders to vote in favor of the merger proposal, thereby making it more likely that the merger proposal will be approved and consummated. If a holder properly seeks conversion as described in this section and the merger is consummated, Trio will convert these shares into $10.00 in cash or a pro rata portion of funds deposited in the trust account, as applicable.

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 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 12.5% or more of the shares of the public shares. Accordingly, all public shares in excess of 12.5% held by a public stockholder will not be converted to cash.

Trio’s initial stockholders will not have conversion rights with respect to any shares of common stock owned by them, directly or indirectly, whether initial shares or shares purchased by them in the aftermarket.

Trio stockholders who seek to convert their public shares must affirmatively vote for or against the merger proposal. Trio stockholders who do not vote with respect to the merger proposal, including as a result of an abstention or a broker non-vote, may not convert their shares into cash. Holders may demand conversion either by checking the box on their proxy card or by submitting their request in writing to David D. Sgro, Trio’s secretary. Any such demand must be made no later than the close of the vote on the merger proposal. Holders demanding conversion must deliver their stock, either physically or electronically using Depository Trust Company’s DWAC System, to Trio’s transfer agent prior to the vote at the meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting stockholder. In the event the proposed business combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to convert such shares, once made, may be withdrawn at any time up to the vote on the proposed business combination. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its conversion and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the initial business combination is not approved or completed for any reason, then Trio’s public stockholders who elected to exercise their conversion rights will not be entitled to convert their shares into $10.00 or a full pro rata portion of the trust account, as applicable. In such case, Trio will promptly return any shares delivered by public holders. If the holders of 5,620,823 public shares (representing approximately 91.9% of the public shares) or more properly demand conversion of their shares, Trio will not be able to consummate the merger.

The closing price of Trio common stock on [•], 2013 (the record date for the Trio special meeting) was $[•]. The cash held in the trust account on the record date was approximately $[•] ($[•] per public share). Prior to exercising conversion rights, stockholders should verify the market price of Trio common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their

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conversion rights if the market price per share is higher than the conversion price. Trio cannot assure its stockholders that they will be able to sell their shares of Trio common stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a holder of public shares exercises its conversion rights, then it will be exchanging its shares of Trio common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you affirmatively vote for or against the merger proposal, properly demand conversion no later than the close of the vote on the merger proposal, and deliver your stock certificate (either physically or electronically) to Trio’s transfer agent prior to the vote at the meeting, and the merger is consummated.

Appraisal Rights

Neither stockholders nor warrant holders of Trio have appraisal rights in connection the merger under the DGCL.

Proxy Solicitation Costs

Trio is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Trio and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Trio will bear the cost of the solicitation.

Trio has hired MacKenzie Partners Inc. to assist in the proxy solicitation process. Trio will pay that firm a fee of $5,000 plus disbursements. Such fee will be paid with non-trust account funds.

Trio will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Trio will reimburse them for their reasonable expenses.

Trio Initial Stockholders

As of [•], 2013, the record date, Trio’s initial stockholders — Eric S. Rosenfeld, Trio’s chairman of the board, chief executive officer and president, David D. Sgro, Trio’s chief financial officer and secretary and a director of Trio, David Boris, Mark Hauser and Barry Erdos, each a director of Trio, Joel Greenblatt, the special advisor to Trio, and Arnaud Ajdler, Gregory R. Monahan, Riverview Group LLC, York Select, L.P. and York Select Master Fund, L.P. — beneficially owned and were entitled to vote an aggregate of 1,725,000 initial shares that were issued prior to Trio’s initial public offering. The initial shares issued to the Trio initial stockholders currently constitute approximately 22% of the outstanding shares of Trio’s common stock. In connection with the initial public offering, Trio and EarlyBirdCapital, Inc., the representative of the underwriters of the initial public offering, entered into agreements with each of the Trio initial stockholders pursuant to which each Trio initial stockholder agreed to vote the initial shares, as well as any shares of common stock acquired in the aftermarket, in favor of the merger proposal. The Trio initial stockholders have also indicated that they intend to vote their initial shares in favor of all other proposals being presented at the meeting. The initial shares have no right to participate in any redemption distribution and will be worthless if no business combination is effected by Trio. In connection with the initial public offering, the Trio initial stockholders entered into an escrow agreement pursuant to which their initial shares will be held in escrow until twelve months after a business combination or earlier if, subsequent to a business combination, Trio consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Trio or its securities, Trio, the Trio initial stockholders, SAE or SAE’s stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the merger proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Trio’s common stock or vote their shares in favor of the merger proposal. Trio may use the funds disbursed from the trust account upon the closing of the merger to fund such agreements and transactions. The purpose of such share purchases and other transactions would be

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to increase the likelihood of satisfaction of the requirements that the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the merger proposal vote in its favor and that holders of 5,620,823 or fewer of the public shares demand conversion of their public shares into cash where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/information statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Trio initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on Trio common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the merger to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the merger proposal and other proposals and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it less likely that the holders of more than 5,620,823 of the public shares will exercise their conversion rights.

As of the date of this proxy statement/information statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Trio will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the merger and charter amendments proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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THE MERGER PROPOSAL

The discussion in this proxy statement/information statement of the merger and the principal terms of the merger agreement is subject to, and is qualified in its entirety by reference to, the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/information statement.

Structure of the Merger

Pursuant to the merger agreement, SAE will be merged into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Trio.

Under the merger agreement, the SAE common stockholders, on a fully-diluted basis, will receive:

an aggregate of 6,448,413 shares of Trio common stock at the closing;
an aggregate of $7,500,000 in cash at the closing;
an aggregate of $17,500,000 represented by a promissory note to be issued by Trio at the closing; and
the right to receive a up to 992,064 additional shares of Trio common stock based on the achievement of specified earnings targets by the combined company for the 2013 and/or the 2014 fiscal years.

Additionally, Trio will pay to CLCH an aggregate of $5,000,000 in cash for all of the outstanding shares of SAE Series A preferred stock. If the holders of currently outstanding SAE derivative securities, such as the warrants and the exchangeable shares, do not exercise or exchange such securities prior to the merger, the portion of the merger consideration payable with respect to the SAE common stock underlying such securities will be withheld and will be payable to the holders upon such exercise or exchange. All derivative securities that are exchangeable shares will be redeemed for a pro rata share of the merger consideration on a fully-diluted basis, in accordance with their terms, immediately following the merger. The merger consideration that would otherwise be payable to SAE common stockholders who exercise their appraisal rights will not be issued, unless such stockholders withdraw or otherwise lose their appraisal rights.

The $17,500,000 promissory note will bear interest at a rate of 10% per annum and will mature on the tenth anniversary of the closing date. It may be prepaid in whole or in part at any time and is subject to certain customary events of default. The promissory note is unsecured and is subordinated to SAE’s existing credit facility.

The following table sets forth the earnings targets, which are measured by EBITDA, and the range of additional shares issuable to the SAE stockholders upon the achievement of such targets:

       
  EBITDA Target   Additional Share Range
     Minimum   Maximum   Minimum   Maximum
Fiscal year ending December 31, 2013   $ 46,000,000     $ 50,000,000       248,016       496,032  
Fiscal year ending December 31, 2014   $ 52,000,000     $ 56,000,000       248,016       496,032  

In the event that EBITDA falls within the minimum and maximum EBITDA targets, the number of shares to be issued will be interpolated between such targets. In the event that the minimum EBITDA target is not met in any particular year but the combined company’s cumulative EBITDA over the two year period is between $98,000,000 and $106,000,000, the SAE stockholders will be entitled to the pro rata number of the additional shares they would have been entitled to if each individual yearly EBITDA target was met.

For purposes of these contingent shares, “EBITDA” is defined in the merger agreement to mean Trio’s income before provision for income taxes, plus interest expense, less interest income, plus depreciation and amortization, plus any expenses arising solely from the merger charged to income in such fiscal year. In addition, any Trio expenses incurred prior to the closing of the merger that are included in the combined company’s 2013 income statement will be excluded for purposes of the EBITDA calculation.

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No fractional shares of Trio common stock will be required to be issued. If a fractional share is required to be issued to a holder of SAE common stock (after aggregating all fractional shares that otherwise would be received by such holder), the number of shares to be issued to such holder will be rounded up to the next whole share.

Name; Headquarters; Stock Symbols

After completion of the merger:

the name of Trio will be “SAExploration Holdings, Inc.”;
the name of Merger Sub will be “SAExploration Sub, Inc.”;
the corporate headquarters and principal executive offices of Trio will be located at 3333 8th Street SE, 3rd floor, Calgary Alberta, T2G 3A4, which are SAE’s corporate headquarters; and
Trio’s common stock, which is currently traded on Nasdaq under the symbol TRIO, will continue to be traded on Nasdaq if an application made by Trio to such effect is granted and Trio’s warrants, which are currently quoted on the OTCBB under the symbol TMRGW, will continue to be quoted on the OTCBB.

Indemnification of Trio

To provide a fund for payment to Trio with respect to its post-closing rights to indemnification under the merger agreement for breaches of representations and warranties and covenants by SAE and its stockholders, and for certain other indemnifiable matters, there will be placed in escrow (with an independent escrow agent) an aggregate of 545,635 of the shares issuable to the SAE common stockholders at closing (“Indemnity Escrow Fund”). The shares to be placed in escrow will be allocated among the SAE common stockholders pro rata in proportion to the numbers of shares of SAE common stock owned by them immediately prior to the closing of the merger. A copy of the escrow agreement is attached to this proxy statement/information statement as Annex F.

The escrow will be the sole remedy for Trio for its rights to indemnification under the merger agreement. Claims for indemnification may be asserted against the Indemnity Escrow Fund by Trio once its damages exceed a $500,000 deductible, in which event the amount payable shall be the full amount (and not just the amount in excess of the deductible), except that the deductible will not apply to claims made with respect to representations and warranties relating to the SAE stockholders’ title to the SAE common stock and preferred stock, the outstanding capitalization of SAE, or tax or environmental matters, or to claims made with respect to certain other indemnifiable matters. On the date (the “Basic Escrow Termination Date”) that is the later of (i) 30 days after the date on which Trio files its Report on Form 10-K pursuant to the Exchange Act for its 2013 fiscal year and (ii) one year after the closing of the merger, the escrow agent will release 272,818 of the original number of escrow shares, less amounts previously applied in satisfaction of or reserved with respect to indemnification claims (other than tax or environmental indemnification claims, except to the extent such claims exceed 272,817 shares) that are made prior to that date. The remaining 272,817 escrow shares (“T/E Indemnification Shares”) will be available for indemnification only with respect to tax or environmental indemnification claims and will be released 30 days after Trio files its annual report on Form 10-K for its 2015 fiscal year, less any shares reserved to satisfy tax or environmental indemnification claims made prior to such date. The aggregate liability for indemnifiable losses shall not exceed the original number of escrow shares in the case of all indemnifiable claims or the T/E Indemnification Shares in the case of any tax or environmental claims made after the Basic Escrow Termination Date. Trio will have no claim against the SAE common stockholders at closing other than against the Indemnity Escrow Fund. The aggregate liability for all losses relating to the certain other indemnifiable matters will not exceed $1,000,000. Other than with respect to actual fraud or intentional or willful misrepresentation or omission, Trio’s rights to indemnification will be its sole remedy with respect to any and all claims for money damages arising out of or relating to the merger agreement.

Employment Agreements

As contemplated by the merger agreement, effective as of the merger, each of Jeff Hastings, Brian Beatty and Brent Whiteley will enter into an employment agreement with SAE. Each employment agreement is for a

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term of three years, subject to earlier termination in certain circumstances, with an automatic renewal for one year terms unless notice to terminate is provided at least 90 days prior to the expiration of such term. See the section entitled “The Director Election Proposal — Trio Executive Officer and Director Compensation — New Employment Agreements” for further details regarding these agreements.

Voting Proxy Agreements

As a material inducement for SAE to enter into the merger agreement, certain of Trio’s initial stockholders have committed to grant to CLCH at the closing of the merger an irrevocable proxy and power of attorney to vote a number of initial shares to be mutually determined by the parties so that Jeff Hastings and Brian Beatty collectively will have control over at least 51% of the Trio common stock after the closing of the merger. Each such initial stockholder will grant additional irrevocable proxies to vote the shares of common stock received by them in the warrant exchange offer as necessary to reach such threshold. Furthermore, each such initial stockholder will grant additional irrevocable proxies to CLCH from time to time for the number of shares necessary (except as the result of any sales by the Mr. Hastings or Mr. Beatty) to reach or maintain the 51% threshold. A copy of the form of voting proxy agreement is attached to this proxy statement/information statement as Annex G.

Sale Restriction; Resale Registration

Pursuant to the merger agreement, the SAE common stockholders may not sell any of the shares of Trio common stock that they receive as a result of the merger during the twelve month period after the closing date of the merger and the SAE common stockholders will be required to enter into lock-up agreements to such effect as a condition to exchanging their shares of SAE common stock for the merger consideration. The certificates representing such shares will be legended to such effect. Notwithstanding the foregoing, the SAE common stockholders will be permitted to sell their shares in private transactions or by gift, will or intestate succession, or by judicial decree, to family members or to trusts, family limited partnerships and similar entities primarily for the benefit of the stockholder or its family members. SAE common stockholders that are entities also may transfer the shares to the stockholders, members or partners of such entity. It is a condition to any such permitted transfer that the transferee execute an agreement stating that the transferee is receiving shares subject to the provisions of the lock-up agreement.

Trio will enter into a registration rights agreement at the closing of the merger with CLCH and any other SAE common stockholder who may be deemed an “affiliate” of Trio under Rule 144 of the Securities Act as a result of the issuance of shares of Trio common stock in the merger. Under the registration rights agreement, such holders are entitled to demand that Trio register the shares issued to them pursuant to the merger agreement under the Securities Act. The holders can elect to exercise these registration rights at any time after the closing of the merger. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of the merger. Notwithstanding such registration rights, the sale restriction described above shall remain in effect for the balance of the one-year period.

Background of the Merger

The terms of the merger agreement are the result of arm’s-length negotiations between representatives of Trio and SAE. The following is a brief discussion of the background of these negotiations, the merger agreement and related transactions.

Trio was incorporated in Delaware on February 2, 2011 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, or other similar business combination, one or more businesses or entities. Trio completed its initial public offering on June 24, 2011 and received net proceeds of $57,434,789 and $3,550,000 from the insider warrants to the initial stockholders and the underwriters. On June 24, 2011, the underwriters exercised their over-allotment option and on June 27, 2011, Trio received net proceeds of $8,685,000. In total, an amount of $69,210,000 or approximately $10.03 per unit sold in the offering was placed in the trust account and was held as cash or invested in United States treasuries having a maturity of 180 days or less until the earlier of (i) the consummation of Trio’s initial business combination, (ii) Trio’s failure to consummate an initial business combination within the prescribed time and (iii) the repurchase of Trio’s common stock under the terms of its share repurchase plan. The “share repurchase plan” required Trio to purchase its shares at a price per share not to exceed the market price at any

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time when the market price was equal to or below $9.60 per share pursuant to a 10b5-1 plan. On March 14, 2012, Trio’s board of directors elected to terminate the share repurchase plan in order to pursue a listing on a national securities exchange. Through March 14, 2012, a total of 783,145 shares had been repurchased and canceled under the plan, at a cost of $7,539,736. The repurchases increased the per share trust account value from $10.03 to $10.08. If Trio does not consummate a business combination by June 24, 2013, it must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating.

Promptly following Trio’s initial public offering, Trio’s officers and directors contacted several investment bankers, private equity firms, consulting firms, legal and accounting firms, as well as numerous other business relationships. Approximately three months after the initial public offering, Trio began a limited print media campaign. Trio also signed certain nonexclusive contingent based finders fee agreements with independent third parties. Through these efforts, Trio identified and reviewed information with respect to more than 65 target companies.

By December 2012, Trio had entered into substantial discussions with several companies, including discussions regarding the type and amount of consideration to be provided relative to a potential transaction. Three of these companies, in addition to SAE, were provided with a preliminary letter of intent:

In September 2011, Trio commenced discussions with an Israeli-based manufacturer of engineered stone products and later that month presented it with a letter of intent. In October 2011, it became clear that an agreement on valuation could not be reached and that company elected to pursue a traditional public offering.
In September 2012, Trio began discussions with an Italy-based high speed internet service provider. In October 2012, Trio presented this company with a letter of intent, but the negotiations quickly broke down due to differences regarding the structure of the potential transaction.
In September of 2012, Trio was introduced to a company with a development stage cognitive radio technology. Trio conducted detailed due diligence throughout September and October 2012 and provided this company with a letter of intent in November 2012. In December 2012, the discussions were terminated due to difficulty reaching an agreement regarding the structure of the transaction.

In addition to these three letters of intent and the letter of intent with SAE, Trio also submitted two detailed transaction proposals. The following is a description of these two companies and the primary reason that discussions were terminated:

In October 2011, Trio began discussions with an Idaho-based company which engaged in the distribution of building supplies and the manufacturing of engineered wood products. Trio engaged in detailed discussion with regard to terms and deal structure, conducted detailed due diligence and prepared a merger agreement, but the transaction was delayed by outside factors. In October 2012, that company decided to pursue alternative financing.
In September 2012, Trio commenced discussions with a company that markets and distributes laser equipment for cosmetic procedures. However, due to the size of the company and some potential conflicts of interest with two of Trio’s directors, the discussions were terminated.

On January 30, 2012, SAE entered into a non-exclusive engagement letter with Canaccord Genuity Inc. (“Canaccord”), whereby SAE engaged Canaccord to prepare offering materials and solicit equity or equity-related investments in SAE. On December 6, 2012, SAE entered into another agreement with Canaccord, which designated Canaccord as SAE’s exclusive financial advisor with respect to various financial and strategic matters. In connection with this engagement, SAE will pay an investment banking fee of no more than $1,900,000 to Canaccord relating to the transaction with Trio.

On September 25, 2012, Trio was introduced to SAE when Eric S. Rosenfeld called a Canaccord representative to discuss companies that might be appropriate for a business combination with Trio. Upon consideration, the Canaccord representative indicated that SAE had a lot of the characteristics that Trio had been seeking. An introductory meeting was held on September 26, 2012 between Eric S. Rosenfeld and David

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D. Sgro, from Trio, and Ryan Abney and Chris Gibson, from Canaccord. On September 28, 2012 Trio executed a nondisclosure agreement and SAE executed Trio’s trust fund waiver agreement. Upon signing the nondisclosure agreement, Trio received SAE’s confidential information memorandum that had been prepared by Canaccord as well as full access to SAE’s data room.

On October 3, 2012, Mr. Rosenfeld, Mr. Sgro, and Gregory Monahan, an employee of Crescendo Advisors II LLC (an investment firm of which Mr. Rosenfeld is the president and chief executive officer), met in Trio’s offices with Brent Whiteley, SAE’s chief financial officer, and by telephone with Chris Gibson and Ryan Abney, investment bankers from Canaccord. The officers described their respective companies, answered questions for each other and began a preliminary discussion regarding valuation.

On October 10, 2012, Trio presented SAE with a nonbinding letter of intent which was subject to further due diligence and the approval of Trio’s board of directors. On October 11, 2012, Trio retained Graubard Miller to conduct legal due diligence on SAE. Also on October 11, 2012, Eric S. Rosenfeld, David D. Sgro, Gregory Monahan and Arnaud Ajdler, an employee of Crescendo Advisors II, LLC and initial stockholder of Trio, met in Trio’s offices with Brent Whiteley, Brian Beatty, SAE’s chief executive officer, and Jeff Hastings, SAE’s chairman, as well as Ryan Abney and Chris Gibson, by telephone. During this meeting, Messrs. Whiteley, Beatty and Hastings described SAE’s business and provided additional information regarding SAE and its prospects. Messrs. Rosenfeld, Sgro, Monahan and Ajdler asked numerous questions regarding the history, current operations and competitive landscape of the business as well as the status of SAE’s capital raising efforts. The parties also discussed the proposed nonbinding letter of intent. On October 16, 2012, Messrs. Rosenfeld, Sgro and Ajdler held a teleconference with Messrs. Gibson and Abney to discuss the October 10, 2012 nonbinding letter of intent. The parties also engaged in a discussion of comparable company valuations and comparable transactions in the seismic industry.

On October 19, 2012, Trio received a letter from Canaccord addressing SAE’s response to Trio’s initial letter of intent. In addition, on October 19, 2012, Messrs. Rosenfeld, Sgro and Ajdler (by telephone) met with Brent Whiteley, Jeff Hasting and Darin Silvernagle, SAE’s EVP Technology, in SAE’s Calgary headquarters to conduct detailed due diligence. In addition to discussions regarding SAE’s business, Messrs. Rosenfeld and Sgro toured SAE’s offices and Calgary warehouse. A teleconference was held between Eric S. Rosenfeld, David D. Sgro and Arnaud Ajdler and Chris Gibson and Ryan Abney on October 22, 2012 to discuss SAE’s response to Trio’s initial letter of intent and on October 23, 2012, Canaccord sent a marked up version of the letter of intent to Trio. A follow-up meeting was held between these parties on October 24, 2012. In addition, Messrs. Rosenfeld, Sgro and Ajdler met with Mr. Whiteley in Trio’s office on October 24, 2012, to further discuss SAE’s response. Further on October 24, 2012, Trio held a meeting of its board of directors to discuss the progress of the transactions in its deal pipeline and particularly to discuss sending a revised letter of intent to SAE.

On October 26, 2012, Trio sent SAE a revised nonbinding letter of intent. On October 31, 2012, a teleconference was held between Messrs. Rosenfeld, Sgro and Ajdler and Messrs. Gibson and Abney, regarding the status of the letter of intent, and on November 1, 2012, Trio received a signed letter of intent from SAE. On November 6, 2012, SAE formally terminated the letter of intent signed November 1, 2012, in response to an unsolicited proposal from a private equity firm. On November 7, 2012, Trio forwarded a third revised letter of intent to SAE. On November 12, 2012, Trio held a meeting of its board of directors to, among other things, discuss the transaction pipeline with a particular focus on the progress of the SAE transaction. On November 14, 2012, the third letter of intent was countersigned by SAE and an organizational call was held between Messrs. Rosenfeld, Sgro, Abney, Gibson, Whiteley, and the outside legal counsel for both Trio and SAE.

On November 15, 2012, Trio hired John Levy of Board Advisory Services to assist Trio with accounting due diligence and its attorneys resumed their compilation and review of the due diligence materials received from SAE. Simultaneously, Trio worked with its counsel to prepare a first draft of the merger agreement. On November 19, 2012, Trio sent a first draft of its proposed merger agreement to SAE and its counsel. On November 21, 2012, Trio conducted a meeting of its board of directors to update them on the progress of the deals in its transaction pipeline and obtain approval for the retention of a fairness opinion firm. On November 30, 2012, Trio retained Cassel Salpeter to render an opinion as to, as of the date of the opinion,

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(i) the fairness, from a financial point of view, to Trio of the merger consideration to be paid by Trio in the merger pursuant to the merger agreement and (ii) whether SAE had a fair market value equal to at least 80% of the balance of funds in the trust account. Also on November 30, 2012, Trio received SAE’s initial comments to the first draft of the proposed merger agreement and negotiations with regard to the merger agreement continued through December 10, 2012.

On December 9, 2012, another telephonic meeting of Trio’s board of directors was held. Eric S. Rosenfeld, David D. Sgro, David Boris, Barry Erdos and Mark Hauser, representing Trio’s entire board of directors, were present at the meeting. In addition, the following invited individuals were also present: Joel Greenblatt, Trio’s special advisor; Arnaud Ajdler; representatives of Cassel Salpeter; and David Miller and Jeffrey Gallant, of Graubard Miller. Prior to the meeting, copies of the most recent drafts of the significant transaction documents, in substantially final form, were delivered to the directors and Mr. Greenblatt. Eric S. Rosenfeld and David D. Sgro led a discussion of the search for a merger candidate and detailed the dynamics of the SAE transaction. At the request of the Trio board, Cassel Salpeter then reviewed and discussed its financial analyses with respect to Trio and the proposed merger. Thereafter, Cassel Salpeter rendered its oral opinion to the Trio board (which was confirmed in writing by delivery of Cassel Salpeter’s written opinion dated the same date), as to, as of December 9, 2012, (i) the fairness, from a financial point of view, to Trio of the merger consideration to be paid by Trio in the merger pursuant to the merger agreement and (ii) whether SAE had a fair market value equal to at least 80% of the balance of funds in Trio’s trust account. The full text of the written opinion of Cassel Salpeter, which describes, among other things, the assumptions, qualifications, limitations and other matters considered in connection with the preparation of its opinion is attached as Annex D. After considerable review and discussion, the merger agreement and related documents were unanimously approved, subject to final negotiations and modifications, and the board and Trio’s special advisor determined to recommend the approval of the merger agreement.

The merger agreement was signed on the night of December 10, 2012. Prior to the market open on December 11, 2012, Trio issued a press release and filed a Current Report on Form 8-K announcing the execution of the merger agreement and discussing the terms of the merger agreement.

Trio’s Board of Directors’ and Special Advisor’s Reasons for Approval of the Merger

The final agreed-upon consideration in the merger agreement was determined by several factors. Trio’s board of directors and special advisor reviewed various industry and financial data in order to determine that the consideration to be paid to SAE was reasonable and that the merger was in the best interests of Trio’s stockholders.

Trio conducted a due diligence review of SAE that included an industry analysis, a description of SAE’s existing business model, a valuation analysis and financial projections in order to enable its board of directors and special advisor to ascertain the reasonableness of this range of consideration. During its negotiations with SAE, Trio did not receive services from any financial advisor because its officers and directors believe that their experience and backgrounds, together with the experience and background of Trio’s special advisor, Joel Greenblatt, were sufficient to enable them to make the necessary analyses and determinations.

Trio’s management, including the members of its board of directors, has long and diverse experience in both operational management and investment and financial management and analysis and, in its opinion, was suitably qualified to conduct the due diligence and other investigations and analyses required in connection with Trio’s search for a merger partner. Eric S. Rosenfeld, Trio’s chairman of the board and chief executive officer, served as the Chairman and chief executive officer of both Arpeggio Acquisition Corp. and Rhapsody Acquisition Corp., two special purpose acquisition companies that completed business combinations in June of 2006 and July of 2008, respectively. In addition, Mr. Rosenfeld has been a board member of 16 other public companies in a number of industries, in addition to having extensive experience in the investment industry and as a private investor. David D. Sgro, a member of Trio’s board of directors and its chief financial officer, served as the chief financial officer of Rhapsody Acquisition Corp. and as part of the deal team for Arpeggio Acquisition Corp. In addition, Mr. Sgro has extensive experience as a private company valuation analyst, an investment analyst and an investment banker. In addition, Joel Greenblatt, Trio’s special advisor, was the special advisor to Arpeggio Acquisition Corp. and Rhapsody Acquisition Corp. Trio’s management believes that this experience makes Trio’s board and special advisor uniquely qualified to render an opinion on the

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merits of this transaction. More detailed descriptions of the experience of Messrs. Rosenfeld and Sgro are included in the section of this proxy statement/information statement entitled “The Director Election Proposal.”

The Trio board of directors and special advisor concluded that the merger agreement with SAE was in the best interests of Trio’s stockholders.

The Trio board of directors and special advisor considered a wide variety of factors in connection with its evaluation of the merger. In light of the complexity of those factors, the Trio board of directors and special advisor did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of the Trio board and its special advisor may have given different weight to different factors.

In considering the merger, the Trio board of directors gave considerable weight to the following factors:

SAE’s Record of Growth and Expansion and High Potential for Future Growth

In selecting SAE as an acquisition target, Trio’s board of directors and special advisor considered it important that SAE has established business operations, that it is generating current revenues, and that it has what the board and special advisor believe to be the potential to experience valuable accretive growth. Trio’s board of directors and special advisor believe that SAE has the appropriate infrastructure in place and is well positioned in its industry to achieve significant organic growth. Since SAE’s inception in Peru in 2006, it has successfully entered new markets, including Colombia, Bolivia, Papua New Guinea, New Zealand, Alaska and Canada. SAE’s management team continually strives to acquire market share from incumbent market participants as well as create markets where none previously existed. In 2011, SAE made a significant investment in its future growth when it fully staffed a new headquarters in Calgary, Canada (the headquarters were previously in Lima, Peru). This move gave SAE the resources necessary to significantly expand its operations.

The board’s and special advisor’s belief in SAE’s growth potential is based on SAE’s historical growth rate, strong backlog and the positive industry dynamics in many of its markets. SAE’s revenues increased from $178.2 million in 2011 to $257.4 million in 2012, an increase of 44%. Between these same periods, modified EBITDA increased from $15.4 million to $30.8 million, an increase of 100% (see “SAE’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”). At December 31, 2012, SAE’s backlog was $248 million and it had $315 million in bids outstanding. It should be noted that SAE’s growth has been internally funded through operating cash flows and has been a mix of organic growth and growth through the successful integration of acquired companies. The latter is best demonstrated by SAE’s acquisition of Datum Exploration, whose revenues increased by more than three times within the first year of operation as a part of SAE. Trio’s board believes that SAE will be even better equipped to take advantage of similar “tuck-in” acquisitions with the availability of publicly-traded equity to use as acquisition currency.

The Experience of SAE’s Management

Another important factor to Trio’s board of directors and special advisor in identifying an acquisition target was that the company have a seasoned management team with specialized knowledge of the markets within which it operates and the ability to lead a company in an ever-changing environment. Messrs. Hastings and Beatty have more than 35 and 30 years of industry experience, respectively. In addition, most of SAE’s executive management team has worked together for many years at various companies, including Veritas and CGG Veritas, the industry’s largest company. This long tenure in the industry and working together has enabled SAE’s management team to build invaluable relationships with both clients and field level management. Members of Trio’s board and its special advisor believe that these relationships, coupled with management’s strong technical expertise, create a significant competitive advantage for SAE.

Experience Operating in Geographically Complex Environments

Trio’s board and special advisor also gave significant consideration to SAE’s ability to operate safely and efficiently in challenging operating environments. SAE provides seismic data acquisition services on a worldwide basis, with a focus on geographically challenging environments and delicate ecosystems. As a result of its focus on jungle, mountain and arctic regions, SAE has developed a competency in transportation,

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lodging and community relations as well as a leading quality, health, safety and environmental (“QHSE”) track record, which Trio’s board believes distinguishes it from its peers. This competitive advantage in an otherwise crowded industry was highly valued by Trio’s board and special advisor.

Geographic Diversification

Trio’s board and special advisor also focused on SAE’s geographical diversity. While many of SAE’s competitors are regionally focused, SAE has significant operations in North America, South America and Southeast Asia. Trio’s board of directors and special advisor believe that this level of geographic diversity helps to insulate SAE from regional trends and political instability in a particular part of the world, thereby reducing SAE’s risk profile relative to some of its regionally focused peers.

Favorable Industry Dynamics

Trio’s board and its special advisor determined that positive long-term capital spending trends in oil and gas exploration and production put SAE in a favorable position to experience sustained revenue growth. In particular, the board and the special advisor noted that Latin America, which encompasses one of SAE’s primary markets, was expected to see a 21% increase in exploration and production (“E&P”) spending for 2012 (Barclays 2012 E&P Spending Survey). This increase in spending in Latin America is expected to be the largest year-over-year increase in spending by any single region.

High Barriers to Entry

Entry into many of the markets that SAE serves is limited due to the technical expertise, financial resources and QHSE standards required to compete successfully for multimillion dollar seismic contracts. Given the geographically complex environments in which SAE tends to operate, there is a more limited set of competitors and entry into these markets can be complicated. SAE’s executive management team, as well as its field level management, has built a reputation for operating successfully in these challenging environments. In addition, the equipment needed to operate in this industry can be quite expensive to purchase, requiring a significant upfront investment. While rental equipment is generally available, the cost of rented equipment can be significantly higher than the cost of owned equipment, which would put a renter at a cost disadvantage when bidding on work. Finally, many of the large international oil and gas E&P firms require that work be done safely and with respect for the environment and thus focus on high QHSE standards. Competitors wishing to enter a new market and successfully compete for business with one of the international E&P firms must first prove an ability to comply with the relatively high QHSE standards imposed by these firms. SAE has invested significantly in its QHSE efforts and considers itself among the best in the industry with regard to QHSE.

Costs Associated with Effecting the Business Combination

Trio’s board and its special advisor determined that the costs associated with effecting the merger with SAE would be of the same order of magnitude as would be encountered with most other business combinations. A favorable factor was that SAE’s financial statements for the fiscal year ended December 31, 2011 were audited by a reputable and experienced accounting firm and that SAE had satisfactory procedures in place to obtain and prepare the financial information required for the preparation of the proxy statement/information statement.

SAE’s Ability to Execute Its Business Plan After the Merger Using Its Own Available Cash Resources Since Part of the Cash Held in Its Trust Account May be Used to Pay Trio’s Public Stockholders Who Exercise Their Conversion Rights

Trio’s board of directors and special advisor considered the risk that the current public stockholders of Trio would demand to convert their shares for cash upon consummation of the merger, thereby reducing the amount of cash available to Trio following the merger or cause a condition to the consummation of the merger under the merger agreement not to be met. The board and the special advisor deemed this risk to be no worse with regard to SAE than it would be with regard to other target companies and believe that SAE will still be able to implement its business plan, even if the full amount of the funds deposited in the trust account is not available at closing.

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SAE’s Fixed Price Contracts

SAE’s business includes both variable priced contracts and fixed price contracts. The board and special advisor focused on the potential risks associated with fixed price contracts. These fixed price contracts contain more risk, but usually have more upside potential, than variable priced contracts because under a fixed price contract cost overruns are generally borne by the seismic data acquisition company. This risk can translate into significant losses on a particular project due to either poor estimating or factors beyond SAE’s control. The board and special advisor believe that the risks associated with fixed price projects are somewhat mitigated by the management team’s long history of estimating and completing seismic projects. In addition, SAE is often able to negotiate contract terms that protect SAE from weather related delays, which can be significant in many of its operating geographies. Finally, the board and special advisor acknowledge that these risks are inherent in virtually all seismic data acquisition companies and are reflected in the enterprise values at which these companies are traded. The board and special advisor have evaluated these risks and considered them in determining the merger consideration.

SAE’s Customer Concentration

Due to the scale of many of SAE’s projects, it often has customers that account for a significant percentage of its revenues in any given year. In 2012, three customers individually accounted for more than 10% of revenues and collectively accounted for 55% of consolidated revenues. In 2011, four customers individually accounted for more than 10% of revenues and collectively accounted for 58% of consolidated revenues. Despite these high levels of customer concentration in each of the last two years, the board and special advisor believe that this customer dependency is understandable given the scale of the projects in which SAE is engaged and should lessen as SAE continues to grow.

Dependence Upon Commodity Prices

Nearly all of SAE’s customers are involved in the oil and gas industry, which exposes SAE to the risk of fluctuating oil and gas prices. As prices of these commodities fluctuate, exploration efforts become more or less profitable for the oil and gas E&P companies, which impacts their capital spending budgets. However, seismic data acquisition is a very small percentage of the total exploration and production cost, which minimizes the impact of commodity price fluctuations. In addition, a portion of the spending on seismic data is contractually required in order to hold concessions, so it cannot be delayed indefinitely. Trio’s board and special advisor considered this dependency and determined that these risks are built into the enterprise values at which SAE’s publicly-traded peers trade.

Valuation

Trio’s board and its special advisor considered the value of SAE in relation to its growth potential and found it to be attractive when compared to other publicly-traded seismic data acquisition companies. In addition, the board and special advisor relied upon a discounted cash flow analysis prepared by Trio’s management team. Based on these two analyses (comparable companies and discounted cash flows) and the board’s significant transaction experience, the board and the special advisor agreed upon and negotiated terms which they felt were in the best interest of Trio’s stockholders.

The board and special advisor used the discounted cash flow and comparable company analyses described below to estimate the likely range of values at which SAE could be expected to trade in the public market.

Discounted Cash Flow Analysis

Trio’s management team performed a discounted cash flow analysis to determine the approximate price at which the combined company would trade in the public markets. Trio used SAE’s internally generated projections through fiscal year 2016 as the basis for Trio’s free cash flow assumptions. Based on these estimates, revenues and EBITDA are anticipated to grow at a 22% and 25% annual rate, respectively, from 2012 through 2016. From this projected EBITDA, Trio made adjustments for interest expense, capital expenditures, taxes and estimated debt repayment. In addition, Trio assumed that all of Trio’s stockholders retain their shares and that all warrant holders elect to participate in the proposed warrant exchange. In order to arrive at a present value of the combined company on a fully-diluted basis, Trio’s management discounted the equity terminal value back to present at a rate of 15%. This relatively high equity discount rate was used

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due to the risks inherent in projecting future free cash flows. The discounted cash flow analysis yielded a present value of the future cash flows, or equity value, of approximately $230 million.

Trio’s free cash flow projections assume that SAE will achieve its 2013 and 2014 contingent payments, therefore the shares associated with these contingent payments were included in the fully-diluted share count. Dividing the $230 million equity value by the number of fully-diluted common shares indicated that the intrinsic value of Trio’s common stock following the successful consummation of a merger should be approximately $13.50 per share.

Comparable Company Analysis

Trio’s management also used a comparable company analysis to assess the value that the public markets would likely ascribe to Trio following a merger with SAE. Trio selected nine comparable publicly-traded companies for use in its analysis. While the comparable companies selected are similar to SAE, none are an exact match in terms of business mix, profitability, size or business prospects. However, like SAE, each of the following nine companies participates in the seismic data industry.

CGG-Veritas SA (ENXTPA:GA)
Dawson Geophysical Co. (NasdaqGS:DWSN)
Global Geophysical Services, Inc. (NYSE:GGS)
ION Geophysical Corporation (NYSE:IO)
Petroleum Geo Services ASA (OB:PGS)
Pulse Seismic Inc. (TSX:PSD)
Tesla Exploration Ltd. (TSX:TXL)
TGC Industries Inc. (NasdaqGS:TGE)
TGS Nopec Geophysical Co. ASA (OB:TGS)

Despite the similar nature of each of the above companies, there are several relevant differences that Trio’s board and special advisor considered when viewing these comparable companies. While SAE’s business is geographically diversified and not reliant on any one particular market, Dawson Geophysical, Global Geophysical, Pulse Seismic, Tesla Exploration and TGC Industries all rely on one primary market to generate their revenue. All things being equal, Trio’s board and special advisor believe that a well diversified company such as SAE should trade at a premium to companies that are dependent on only one local market. In addition, six of the nine comparable companies listed above participate in the multi-client (library) portion of the market. In other words, these companies shoot non-proprietary seismic data on a speculative basis that is often sold to numerous clients over a period of several years. Since many of these data shoots are not fully funded (costs of shooting the data are not covered by presales), Trio’s board and special advisor believe that these companies are inherently more risky and deserve to trade at discounts to companies that shoot only proprietary data, such as SAE. In addition, companies that engage in multi-client data acquisition have overstated EBITDA because much of the costs of shooting multi-client data are capitalized and amortized over several years. Therefore in order to compare these companies to SAE and other companies that shoot only proprietary data, Trio believes that multi-client amortization should be excluded from EBITDA.

Trio adjusted the 2013 and 2014 consensus EBITDA estimates (as described above) for each of the comparable companies. Trio used the 2013 and 2014 comparable company median enterprise value to adjusted EBITDA multiples to derive a range of values for Trio following the proposed transaction. Trio calculated the value of the combined company using the comparable company median and a 10% discount to the comparable company median. The 10% discount from the comparable company median reflects SAE’s smaller size relative to the comparable companies. Using these multiples Trio arrived at an equity valuation range of approximately $200 million to $230 million, or $12.00 to $13.50 per share on a fully-diluted basis (assuming that the 2013 and 2014 contingent EBITDA targets are achieved and the associated contingent shares are issued).

Opinion of Financial Advisor

In making its determination with respect to the merger, Trio’s board of directors also considered the financial analysis reviewed by Cassel Salpeter with the Trio board, and the oral opinion of Cassel Salpeter to the Trio board (which was subsequently confirmed in writing by delivery of Cassel Salpeter’s written opinion dated the same date), as to, as of December 9, 2012, (i) the fairness, from a financial point of view, to Trio of the

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merger consideration to be paid by Trio in the merger pursuant to the merger agreement and (ii) whether SAE had a fair market value equal to at least 80% of the balance of funds in Trio’s trust account. See “The Merger —  Opinion of the Financial Advisor to the Board of Directors of Trio.”

Satisfaction of 80% Test

It is a requirement under Trio’s amended and restated certificate of incorporation that any business acquired by Trio have a fair market value equal to at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis of SAE generally used to approve the transaction, including a comparison of comparable companies and a discounted cash flow analysis, the Trio board of directors and special advisor determined that this requirement was met. The board and special advisor determined that consideration being paid in the merger, which amount was negotiated at arms-length, was fair to and in the best interests of Trio and its stockholders and appropriately reflected SAE’s value. In reaching this determination, the board and special advisor concluded that it was appropriate to base such valuation on qualitative factors such as management strength and depth, competitive positioning, customer relationships, and technical skills as well as quantitative factors such as SAE’s historical growth rate and its potential for future growth in revenues and profits. Trio’s board of directors and special advisor believe that the financial skills and background of its members qualifies it to conclude that the acquisition of SAE met this requirement. In addition, the Trio board of directors considered the financial analysis reviewed by Cassel Salpeter with the Trio board, and the oral opinion of Cassel Salpeter to the Trio board (which was subsequently confirmed in writing by delivery of Cassel Salpeter’s written opinion dated the same date), as to, as of December 9, 2012, whether SAE had a fair market value equal to at least 80% of the balance of funds in Trio’s trust account.

Interests of Trio’s Directors, Officers, Special Advisor and Others in the Merger

In considering the recommendation of the board of directors of Trio to vote in favor of approval of the merger proposal, the charter amendments proposal and the other proposals, and the adoption of the warrant amendment, stockholders and warrant holders should keep in mind that Trio’s initial stockholders, including its directors, executive officers and special advisor, have interests in such proposals and the warrant amendment that are different from, or in addition to, those of Trio stockholders and warrant holders generally. In particular:

If the merger or another business combination is not consummated by June 24, 2013, Trio will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 1,725,000 initial shares held by Trio’s initial stockholders, including its directors, officers and special advisor, which were acquired for an aggregate purchase price of $25,000 prior to Trio’s initial public offering, would be worthless because Trio’s initial stockholders are not entitled to participate in any redemption distribution with respect to such shares. Such shares had an aggregate market value of $17,250,000 based upon the closing price of $10.00 per share on the Nasdaq on March 14, 2013.
Trio’s initial stockholders, including its directors, officers and special advisor, also purchased 6,500,000 insider warrants from Trio for an aggregate purchase price of $3,250,000 (or $0.50 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of Trio’s initial public offering. All of the proceeds Trio received from these purchases were placed in the trust account. These insider warrants are identical to the warrants sold in Trio’s initial public offering, except that the insider warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are not redeemable by Trio, in each case so long as they are still held by the initial purchasers or their affiliates. The insider warrants are eligible for exchange, and certain of the initial stockholders have committed to exchange all of their warrants, in the warrant exchange offer. Such warrants had an aggregate market value of $2,795,000, based on the closing price of $0.43 per warrant on the OTCBB on March 14, 2013. All of the warrants will become worthless if the merger is not consummated (as will the remainder of the public warrants).

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The transactions contemplated by the merger agreement provide that Eric S. Rosenfeld, David D. Sgro and Arnaud Ajdler will be directors of Trio. As such, in the future each will receive any cash fees, stock options or stock awards that the Trio board of directors determines to pay to its non-executive directors.
If a business combination is not consummated within the required time period, Eric S. Rosenfeld, Trio’s chairman, chief executive officer and president, will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Trio for services rendered or contracted for or products sold to Trio, but only if such a vendor or target business has not executed such a waiver.
On each of April 25, 2012, September 26, 2012 and November 21, 2012, Eric S. Rosenfeld loaned Trio $100,000, for an aggregate of $300,000 in loans, and on March 7, 2013, Crescendo Advisors II, LLC, an affiliate of Mr. Rosenfeld, loaned Trio an additional $100,000. The loans are non interest bearing and are payable at the consummation of a business combination. Furthermore, Mr. Rosenfeld may loan additional funds to Trio in the future on substantially similar terms in order to meet Trio’s working capital needs prior to the closing of the merger. If Trio fails to consummate a business combination, the loans would become unsecured liabilities of Trio; however, Mr. Rosenfeld, on behalf of himself and his affiliates, has waived any claim against the trust account. Accordingly, Trio will most likely not be able to repay these loans if the merger is not completed.
Trio’s officers, directors, initial stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Trio’s behalf, such as identifying and investigating possible business targets and business combinations. These individuals have negotiated the repayment of any such expenses upon completion of the business combination with SAE. However, if Trio fails to consummate the business combination, they will not have any claim against the trust account for the reimbursement of these expenses. Accordingly, Trio will most likely not be able to reimburse these expenses if the merger is not completed. As of March 14, 2013, Trio’s officers, directors, initial stockholders and their affiliates had incurred approximately $1,800 of unpaid reimbursable expenses.

Additionally, upon consummation of the merger, Jeff Hastings, who will become executive chairman of the board of Trio, Brian Beatty, who will become chief executive officer and president of Trio, and Brent Whiteley, who will become chief financial officer, general counsel and secretary of Trio, will enter into new employment agreements with Trio, which will replace their existing employment agreements, and will be compensated for their services. See the section entitled “The Director Election Proposal — Trio Executive Officer and Director Compensation — New Employment Agreements” for further information on the compensation each will receive pursuant to their respective employment agreements. Furthermore, each of Gary Dalton and Arnold Wong will become members of Trio’s board of directors. As such, in the future each will receive any cash fees, stock options or stock awards that the Trio board of directors determines to pay to its non-executive directors.

Recommendation of Trio’s Board of Directors and Special Advisor

After careful consideration of the matters described above, particularly SAE’s record of growth, potential for growth and profitability, the experience of SAE’s management, SAE’s competitive positioning, its customer relationships, and technical skills, Trio’s board of directors and special advisor determined unanimously that each of the merger proposal, the charter amendments proposal and the incentive compensation plan proposal is fair to and in the best interests of Trio and its stockholders. Trio’s board of directors has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” each of these proposals. Mr. Greenblatt, Trio’s special advisor, also supports each of the proposals.

The foregoing discussion of the information and factors considered by the Trio board of directors is not meant to be exhaustive, but includes the material information and factors considered by the Trio board of directors.

Opinion of Financial Advisor to the Board of Directors of Trio

On December 9, 2012, Cassel Salpeter rendered its oral opinion to the Trio board (which was confirmed in writing by delivery of Cassel Salpeter’s written opinion dated such date), that, as of December 9, 2012, (i) the

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merger consideration to be paid by Trio in the merger pursuant to the merger agreement was fair, from a financial point of view, to Trio and (ii) SAE had a fair market value equal to at least 80% of the balance of funds in Trio’s trust account.

The summary of the opinion in this proxy statement/information statement is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex D to this proxy statement/information statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion.

The opinion was addressed to the Trio board for the use and benefit of the members of the Trio board (solely in their capacities as such) in connection with the Trio board’s evaluation of the merger. Cassel Salpeter’s opinion may not be used for any other purpose without Cassel Salpeter’s prior written consent. Neither the opinion nor the summary of the opinion and related analyses set forth in this proxy statement/information statement is intended to and they do not constitute advice or a recommendation to any of Trio’s stockholders or any other security holders as to how such holder should vote or act with respect to any matter relating to the merger or otherwise. Cassel Salpeter’s opinion should not be construed as creating any fiduciary duty on Cassel Salpeter’s part to Trio or any other party to the merger agreement, any security holder of Trio or such other party, any creditor of Trio or such other party, or any other person. Cassel Salpeter’s opinion was just one of the several factors the Trio board took into account in making its determinations to approve the merger, including those described elsewhere in this proxy statement/information statement.

The opinion only addressed whether, as of the date of such opinion, (i) the merger consideration to be paid by Trio in the merger pursuant to the merger agreement was fair, from a financial point of view, to Trio and (ii) SAE had a fair market value equal to at least 80% of the balance of funds in Trio’s trust account. It did not address any other terms, aspects, or implications of the merger or the merger agreement, including, without limitation, (i) any term or aspect of the merger that is not susceptible to financial analyses, (ii) the fairness of the merger or all or any portion of the merger consideration, to any security holders of Trio, SAE or any other person or any creditors or other constituencies of Trio, SAE or any other person, (iv) the appropriate capital structure of Trio or whether Trio should be issuing debt or equity securities or a combination of both, nor (v) the fairness of the amount or nature, or any other aspect, of any compensation or consideration payable to or received by any officers, directors, or employees of any parties to the merger, or any class of such persons, relative to the merger consideration to be paid by Trio in the merger pursuant to the merger agreement, or otherwise. Cassel Salpeter did not express any opinion as to what the value of shares of Trio common stock actually will be when issued to the holders of SAE common stock in the merger or the prices at which shares of Trio common stock may trade, be purchased or sold at any time, and Cassel Salpeter made no representation or warranty regarding the adequacy of Cassel Salpeter’s opinion or the analyses underlying Cassel Salpeter’s opinion for the purpose of Trio’s compliance with the terms of its amended and restated certificate of incorporation or any other general or particular purpose.

The opinion did not address the relative merits of the merger as compared to any alternative transaction or business strategy that might exist for Trio, or the merits of the underlying decision by Trio to engage in or consummate the merger. The financial and other terms of the merger, including the amount of the merger consideration, were determined pursuant to negotiations between the parties to the merger agreement and were not determined by or pursuant to any recommendation from Cassel Salpeter. Cassel Salpeter was not authorized to, and did not, solicit indications of interest from third parties regarding a potential transaction involving Trio.

Cassel Salpeter’s analysis and opinion were necessarily based upon market, economic, and other conditions, as they exist on, and could be evaluated as of the date of the opinion. Accordingly, although subsequent developments could arise that would otherwise affect its opinion, Cassel Salpeter did not assume any obligation to update, review, or reaffirm the opinion to the Trio board or any other person or otherwise to comment on or consider events occurring or coming to Cassel Salpeter’s attention after the date of the opinion.

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In arriving at its opinion, Cassel Salpeter made such reviews, analyses, and inquiries as Cassel Salpeter deemed necessary and appropriate under the circumstances. Among other things, Cassel Salpeter:

Reviewed a draft of the merger agreement dated as of December 7, 2012.
Reviewed certain publicly available financial information and other data with respect to Trio that Cassel Salpeter deemed relevant, including Trio’s Annual Report on Form 10-K for the year ended December 31, 2011, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, and its Current Report on Form 8-K filed November 26, 2012.
Reviewed certain other information and data with respect to Trio and SAE made available to Cassel Salpeter by Trio and SAE, including SAE’s financial statements for the years ended December 31, 2010 and December 31, 2011, financial projections with respect to the future financial performance of SAE for the five years ending December 2016, prepared by management of SAE (the “SAE Projections”) and other internal financial information furnished to Cassel Salpeter by or on behalf of Trio and SAE.
Considered and compared the financial and operating performance of SAE with that of companies with publicly-traded equity securities that Cassel Salpeter deemed relevant.
Considered the publicly available financial terms of certain transactions that Cassel Salpeter deemed relevant.
Considered a discounted cash flow analysis of SAE based upon the SAE Projections.
Compared the implied enterprise value reference range of SAE to the balance, as provided by Trio management, in Trio’s trust account.
Discussed the business, operations, and prospects of SAE and the proposed merger with Trio’s and SAE’s management and certain of Trio’s representatives.
Conducted such other analyses and inquiries, and considered such other information and factors as Cassel Salpeter deemed appropriate.

For purposes of its analysis and opinion, Cassel Salpeter, with the Trio board’s consent, evaluated whether, as of the date of its opinion, SAE had a fair market value equal to at least 80% of the balance of funds in Trio’s trust account solely upon the basis of a comparison of the implied enterprise value reference ranges indicated by Cassel Salpeter’s financial analysis with the balance of the funds remaining in Trio’s trust account, which the Trio board advised Cassel Salpeter and Cassel Salpeter, for purposes of its analysis and opinion, assumed did not and would not exceed $61,685,821. In addition, for purposes of its analysis and opinion, Cassel Salpeter, with the Trio board’s consent, gave effect to the proposed SAE stockholder dividend prior to the consummation of the merger and assumed that (i) the promissory notes when issued in the merger pursuant to the merger agreement would have a value equal to the initial principal amounts thereof, and (ii) that the liquidation value per share of Trio common stock was equal to $10.08 and was a reasonable basis upon which to evaluate the Trio common stock and Trio.

In arriving at its opinion, Cassel Salpeter, with the Trio board’s consent, relied upon and assumed, without independently verifying, the accuracy and completeness of all of the financial and other information that was supplied or otherwise made available to it or available from public sources, and Cassel Salpeter further relied upon the assurances of Trio’s and SAE’s management that they were not aware of any facts or circumstances that would have made any such information inaccurate or misleading. Cassel Salpeter is not a legal, tax, environmental, or regulatory advisor and, Cassel Salpeter did not express any views or opinions as to any legal, tax, environmental, or regulatory matters relating to Trio, SAE, the merger, or otherwise. Cassel Salpeter understood and assumed that Trio had obtained or would obtain such advice as it deemed necessary or appropriate from qualified legal, tax, environmental, regulatory, and other professionals. The Trio board also advised Cassel Salpeter and Cassel Salpeter assumed that the SAE Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of management of Trio and SAE with respect to the future financial performance of SAE, and that such information provided a reasonable basis upon which to analyze and evaluate SAE and form an opinion. Cassel Salpeter expressed no view with

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respect to the SAE Projections or the assumptions on which they were based. Cassel Salpeter did not evaluate the solvency of Trio, SAE or any other party to the merger, the fair value of Trio, SAE or any of their respective assets or liabilities, or whether Trio or SAE or any other party to the merger is paying or receiving reasonably equivalent value in the merger under any applicable foreign, state, or federal laws relating to bankruptcy, insolvency, fraudulent transfer, or similar matters, nor did Cassel Salpeter evaluate, in any way, the ability of Trio, SAE or any other party to the merger to pay its obligations when they come due. Cassel Salpeter did not physically inspect Trio’s, or SAE’s properties or facilities and did not make or obtain any evaluations or appraisals of Trio’s or SAE’s assets or liabilities (including any contingent, derivative, or off-balance-sheet assets and liabilities). Cassel Salpeter did not attempt to confirm whether Trio or SAE had good title to their respective assets. Cassel Salpeter’s role in reviewing any information was limited solely to performing such reviews as Cassel Salpeter deemed necessary to support its own advice and analysis and was not on behalf of the Trio board, Trio, or any other party.

Cassel Salpeter assumed, with the Trio board’s consent, that the merger would be consummated in a manner that complies in all respects with applicable foreign, federal, state, and local laws, rules, and regulations and that, in the course of obtaining any regulatory or third party consents, approvals, or agreements in connection with the merger, no delay, limitation, restriction, or condition would be imposed that would have an adverse effect on Trio, SAE or the merger. Cassel Salpeter also assumed, with the Trio board’s consent, that the final executed form of the merger agreement would not differ in any material respect from the draft Cassel Salpeter reviewed and that the merger would be consummated on the terms set forth in the merger agreement, without waiver, modification, or amendment of any term, condition, or agreement thereof material to Cassel Salpeter’s analyses or Cassel Salpeter’s opinion. Cassel Salpeter also assumed that the representations and warranties of the parties to the merger agreement contained therein were true and correct and that each such party would perform all of the covenants and agreements to be performed by it under the merger agreement. Cassel Salpeter offered no opinion as to the contractual terms of the merger agreement or the likelihood that the conditions to the consummation of the merger set forth in the merger agreement would be satisfied. The Trio board also advised Cassel Salpeter, and Cassel Salpeter assumed, that for U.S. federal tax income purposes the merger shall qualify as a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

In connection with preparing its opinion, Cassel Salpeter performed a variety of financial analyses. The following is a summary of the material financial analyses performed by Cassel Salpeter in connection with the preparation of its opinion. It is not a complete description of all analyses underlying such opinion. The preparation of an opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. As a consequence, neither Cassel Salpeter’s opinion nor the respective analyses underlying its opinion is readily susceptible to partial analysis or summary description. In arriving at its opinion, Cassel Salpeter assessed as a whole the results of all analyses undertaken by it with respect to the opinion. While it took into account the results of each analysis in reaching its overall conclusions, Cassel Salpeter did not make separate or quantifiable judgments regarding individual analyses and did not draw, in isolation, conclusions from or with regard to any individual analysis or factor. Therefore, Cassel Salpeter believes that the analyses underlying the opinion must be considered as a whole and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors underlying the opinion collectively, could create a misleading or incomplete view of the analyses performed by Cassel Salpeter in preparing the opinion.

The implied valuation reference ranges indicated by Cassel Salpeter’s analyses are not necessarily indicative of actual values nor predictive of future results, which may be significantly more or less favorable than those suggested by such analyses. Much of the information used in, and accordingly the results of, Cassel Salpeter’s analyses are inherently subject to substantial uncertainty.

The following summary of the material financial analyses performed by Cassel Salpeter in connection with the preparation of its opinion includes information presented in tabular format. The tables alone do not constitute a complete description of these analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses Cassel Salpeter performed.

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For purposes of its analyses, Cassel Salpeter reviewed a number of financial metrics including:

Enterprise Value — generally the value as of a specified date of the relevant company’s outstanding equity securities (taking into account its options and other outstanding convertible securities) plus the value as of such date of its net debt (the value of its outstanding indebtedness, preferred stock and minority interests less the amount of cash on its balance sheet).
EBITDA — generally the amount of the relevant company’s earnings before interest, taxes, depreciation and amortization for a specified time period.
EBIT — generally the amount of the relevant company’s earnings before interest and taxes for a specified time period.

For purposes of its analyses, Cassel Salpeter considered the implied value of the merger consideration of $95,000,000 to $105,000,000, assuming the issuance of a number of EBITDA shares ranging from no EBITDA shares up to the maximum number of EBITDA shares issuable pursuant to the merger agreement and based upon the liquidation value per share of Trio common stock of $10.08, which Trio advised Cassel Salpeter, and Cassel Salpeter, with the consent of the Trio board, assumed was a reasonable basis upon which to evaluate the Trio common stock.

Unless the context indicates otherwise, share prices for the selected companies used in the selected companies analyses described below were as of December 7, 2012, and estimates of financial performance for SAE for the years ending December 31, 2012 to 2016 were based on the SAE Projections. Estimates of financial performance for the selected companies listed below for the calendar years ending December 31, 2012 and 2013 were based on publicly available research analyst estimates for those companies. In the selected companies analysis, estimates of EBITDA for the selected companies were adjusted to exclude unusual and extraordinary expenses and income and to deduct investments in multi-client libraries.

Discounted Cash Flows Analysis

Cassel Salpeter performed a discounted cash flow analysis of SAE by calculating the estimated net present value SAE’s free cash flows through 2016 and an estimate of the terminal value of SAE after 2016 using the SAE Projections. In performing this analysis, Cassel Salpeter applied discount rates ranging from 15.5% to 17.5% and perpetual growth rates ranging from 2.50% to 3.50% to SAE’s projected free cash flows. This analysis indicated an implied equity value reference range of $134,390,000 to $161,490,000 for SAE, as compared to the implied merger consideration of $95,000,000 to $105,000,000.

Selected Companies Analysis

Cassel Salpeter considered certain financial data for SAE and selected companies with publicly-traded equity securities Cassel Salpeter deemed relevant. The selected companies with publicly-traded equity securities were:

Petroleum Geo-Services ASA
TGS Nopec Geophysical Company
Global Geophysical Services, Inc.
Pulse Seismic Inc.
TGC Industries, Inc.
Dawson Geophysical Company
Tesla Exploration Ltd.

The financial data reviewed included:

Enterprise Value as multiple of projected EBITDA for 2012, or “2012 P EBITDA.”
Enterprise Value as multiple of projected EBITDA for 2013, or “2013 P EBITDA.”
Enterprise Value as multiple of projected EBIT for 2012, or “2012 P EBIT.”
Enterprise Value as multiple of projected EBIT for 2013, or “2013 P EBIT.”

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Cassel Salpeter calculated the following enterprise value multiples with respect to the selected companies:

       
Enterprise Value Multiple of   High   Mean   Median   Low
2012 P EBITDA   9.8x   6.2x   7.1x   2.8x
2013 P EBITDA   9.0x   6.4x   7.6x   2.4x
2012 P EBIT   13.7x   8.5x   7.8x   5.1x
2013 P EBIT   8.3x   6.6x   6.8x   4.3x

Cassel Salpeter applied multiple ranges based on the selected companies analysis to corresponding financial data for SAE based on the SAE Projections. Cassel Salpeter applied multiples of 4.5x to 5.5x to SAE management’s estimate of 2012 P EBITDA, 3.5x to 4.5x to SAE management’s estimate of 2013 P EBITDA, 7.5x to 8.5x to SAE management’s estimate of 2012 P EBIT and 6.5x to 7.5x to SAE management’s estimate of 2013 P EBIT, which resulted in implied equity value reference range of $112,690,000 to $143,590,000 for SAE, as compared to the implied merger consideration of $95,000,000 to $105,000,000.

None of the selected companies have characteristics identical to SAE. An analysis of selected publicly-traded companies is not mathematical; rather it involves complex consideration and judgments concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading values of the companies reviewed.

Selected Transactions Analysis

Cassel Salpeter considered the financial terms of the following business transactions and calculated the following enterprise value (calculated based on the consideration paid in the relevant transaction) multiples of trailing twelve month, or “TTM,” EBITDA:

 
Target   Acquirer
OMNI Energy Services   Gibson Energy
Fugro NV, Geoscience Division   CGG-Veritas SA
OMNI Energy Services   Wellspring Capital Management
Onshore Seismic Data Acquisition and Multi-Client data Library Business of Petroleum Geo Services   Geokinetics, Inc.
VGS Seismic Canada, Inc.   Plainfield Luxembourg S.a.r.l.
WavefieldInseis AS   CGG-Veritas SA

       
Enterprise Value Multiple of   High   Mean   Median   Low
Trailing Twelve Month EBITDA   9.7x   7.5x   8.1x   3.1x

Cassel Salpeter applied multiple ranges based on the selected transactions analysis to corresponding financial data for SAE. Cassel Salpeter applied multiples of 7.0x to 8.0x to SAE management’s estimate of Trailing Twelve Months EBITDA, which resulted in an implied equity value reference range of $123,190,000 to $146,790,000 for SAE, as compared to the implied merger consideration of $95,000,000 to $105,000,000.

None of the target companies in the selected transactions have characteristics identical to SAE. Accordingly, an analysis of selected business combinations is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the target companies in the selected transactions and other factors that could affect the respective acquisition values of the transactions reviewed.

Other Matters Relating to Cassel Salpeter’s Opinion

As part of its investment banking business, Cassel Salpeter regularly is engaged in the evaluation of businesses and their securities in connection with mergers, acquisitions, corporate restructurings, private placements and other purposes. Cassel Salpeter is a recognized investment banking firm that has substantial experience in providing financial advice in connection with mergers, acquisitions, sales of companies, businesses and other assets and other transactions. Cassel Salpeter received a fee of $75,000 for rendering its opinion, no portion of which was contingent upon the completion of the merger. In addition, Trio agreed to reimburse Cassel Salpeter for certain expenses incurred by it in connection with its engagement and to

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indemnify Cassel Salpeter and its related parties for certain liabilities that may arise out of its engagement or the rendering of its opinion. In accordance with Cassel Salpeter’s policies and procedures, a fairness committee was not required to, and did not, approve the issuance of Cassel Salpeter’s opinion.

Material Federal Income Tax Consequences of the Merger to Trio and Its Stockholders

The following section is a summary of the opinion of Graubard Miller, counsel to Trio, regarding material United States federal income tax consequences of the merger to holders of Trio common stock. This discussion addresses only those Trio security holders that hold their securities as a capital asset within the meaning of Section 1221 of the Internal Revenue Code, and does not address all the U.S. federal income tax consequences that may be relevant to particular holders in light of their individual circumstances or to holders that are subject to special rules, such as:

financial institutions;
investors in pass-through entities;
tax-exempt organizations;
dealers in securities or currencies;
traders in securities that elect to use a mark to market method of accounting;
persons that hold Trio common stock as part of a straddle, hedge, constructive sale or conversion transaction; and
persons who are not citizens or residents of the U.S.

The Graubard Miller opinion is based upon the Internal Revenue Code, applicable treasury regulations thereunder, published rulings and court decisions, all as currently in effect as of the date of its opinion, and all of which are subject to change, possibly with retroactive effect. Tax considerations under state, local and foreign laws, or federal laws other than those pertaining to the income tax, are not addressed.

Neither Trio nor SAE intends to request any ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the merger.

It is the opinion of Graubard Miller that no gain or loss will be recognized by Trio or by the stockholders of Trio if their conversion rights are not exercised.

It is also the opinion of Graubard Miller that a stockholder of Trio who exercises conversion rights and effects a termination of the stockholder’s interest in Trio will be required to recognize gain or loss upon the exchange of that stockholder’s shares of common stock of Trio for cash. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder’s shares of Trio common stock. This gain or loss will be a capital gain or loss if such shares were held as a capital asset on the date of the merger and will be a long-term capital gain or loss if the holding period for the share of Trio common stock is more than one year. The tax opinion issued to Trio by Graubard Miller, its counsel, is attached to this proxy statement/information statement as Annex E. Graubard Miller has consented to the use of its opinion in this proxy statement/information statement.

This discussion is intended to provide only a summary of the material U.S. federal income tax consequences of the merger. It does not address tax consequences that may vary with, or are contingent on, your individual circumstances. In addition, the discussion does not address any non-income tax or any foreign, state or local tax consequences of the merger. Accordingly, you are strongly urged to consult with your tax advisor to determine the particular U.S. federal, state, local or foreign income or other tax consequences to you of the merger.

Anticipated Accounting Treatment

The merger will be accounted for as a reverse acquisition in accordance with GAAP. Under this method of accounting, Trio will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on SAE comprising the ongoing operations of the combined entity, SAE senior management comprising the senior management of the combined company, and the SAE common

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stockholders having a majority of the voting power of the combined entity. In accordance with guidance applicable to these circumstances, the merger will be considered to be a capital transaction in substance. Accordingly, for accounting purposes, the merger will be treated as the equivalent of SAE issuing stock for the net assets of Trio, accompanied by a recapitalization. The net assets of Trio will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the merger will be those of SAE.

Regulatory Matters

The merger and the transactions contemplated by the merger agreement are not subject to any additional federal or state regulatory requirement or approval, except for the filing of required notifications and the expiration of the required waiting periods under the HSR Act and for filings with the State of Delaware necessary to effectuate the merger. Trio and SAE intend to file the notifications under the HSR Act with the Federal Trade Commission and the Antitrust Division of the Department of Justice by March 25, 2013. At any time before or after completion of the transaction, the Federal Trade Commission or the Antitrust Division could take such action under the HSR Act and the other antitrust laws as they deem necessary or desirable in the public interest, including seeking to enjoin the merger or otherwise seeking divestiture of substantial assets of either the merged entity or its subsidiaries. Neither Trio nor SAE believe it is likely that the Federal Trade Commission or the Antitrust Division will take any such action, given that Trio is a blank check company with no operations of its own.

Required Vote

The approval of the merger proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of Trio common stock present and entitled to vote at the meeting to approve the merger proposal. Additionally, the merger will not be consummated if the holders of more than 5,620,823 of the public shares properly demand that Trio convert their public shares into their pro rata share of the trust account.

The approval of the merger proposal is a condition to the consummation of the merger. If the merger proposal is not approved, the other proposals (except an adjournment proposal, as described below) will not be presented to the stockholders for a vote.

THE TRIO BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE TRIO STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

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