Attached files
file | filename |
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EX-10.1 - EXHIBIT 10.1 - COMMITTED CAPITAL ACQUISITION Corp II | v436892_ex10-1.htm |
EX-10.2 - EXHIBIT 10.2 - COMMITTED CAPITAL ACQUISITION Corp II | v436892_ex10-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 8, 2016
COMMITTED CAPITAL ACQUISITION CORPORATION II
(Exact name of registrant as specified in its charter)
Delaware | 333-192586 | 45-4345803 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
712 Fifth Avenue 22nd Floor, New York, New York | 10019 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 212-759-2020
________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
As a result of the special meeting of stockholders and the special meeting of warrantholders described in Item 5.07 below (the “Stockholder Meeting” and the “Warrantholder Meeting”, respectively), on April 8, 2016, Committed Capital Acquisition Corporation II (the “Company”) entered into agreements with Continental Stock Transfer & Trust Company (“Continental”) (i) to amend and restate the investment management trust agreement entered into between the Company and Continental on April 10, 2014 (the “Amended and Restated Trust Agreement”), and (ii) to amend the warrant agreement entered into between the Company and Continental on that same date (the “Warrant Agreement Amendment”).
Pursuant to the Amended and Restated Trust Agreement, such amendment permits distributions from the trust account to pay public stockholders properly demanding redemption in connection with the vote on the Extension Amendment (as defined below) and the Trust Amendment (as defined below) at the Stockholder Meeting, and extended the date on which to commence liquidating the trust account in the event the Company has not consummated a business transaction from April 10, 2016 (the “Current Termination Date”) to April 10, 2017 (the “Extended Termination Date”).
Pursuant to the Warrant Agreement Amendment, such amendment provides for the conversion of all of the Company’s 8,000,000 outstanding warrants into an aggregate of 80,000 shares of common stock (so that each warrant is converted into one-hundredth (1/100th) of one share) upon the consummation of a business transaction, and for the termination of the Warrant Agreement in connection with such conversion.
A copy of the Amended and Restated Trust Agreement and the Warrant Agreement Amendment are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
Submission of Matters to Vote of Stockholders
At the Stockholder Meeting, which occurred on April 8, 2016, the Company’s stockholders approved the following:
· | an amendment to the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) to extend the date before which the Company must complete a business transaction (the “Termination Date”) from the Current Termination Date to the Extended Termination Date, and provide that the date for cessation of operations of the Company if the Company has not completed a business transaction would similarly be extended; |
· | an amendment to the Company’s amended and restated certificate of incorporation to allow holders of the Company’s public shares, in connection with the extension of the Termination Date, to redeem their public shares for a pro rata portion of the funds available in the trust account (the “trust account”) established in connection with the Company’s initial public offering (the “Trust Amendment”), and authorize the Company and the trustee to disburse such redemption payments; and |
· | the Amended and Restated Trust Agreement, to permit distributions from the trust account to pay public stockholders properly demanding redemption in connection with the Extension Amendment and the Trust Amendment; and extend the date on which to commence liquidating the trust account in the event the Company has not consummated a business transaction from the Current Termination Date to the Extended Termination Date. |
The approval of these proposals required the affirmative vote of 65% of the issued and outstanding shares of the Company’s common stock as March 4, 2016.
The voting results for the Extension Amendment were as follows:
FOR |
AGAINST |
ABSTAIN | ||
18,500,236 | 36,100 | 215,740 |
The voting results for the Trust Amendment were as follows:
FOR |
AGAINST |
ABSTAIN | ||
18,589,986 | 36,100 | 125,990 |
The voting results for the amendment and restatement of the Trust Agreement were as follows:
FOR |
AGAINST |
ABSTAIN | ||
18,589,986 | 36,100 | 125,990 |
Submission of Matters to Vote of Warrantholders
At the Warrantholder Meeting, which occurred on April 8, 2016, the Company’s warrantholders approved the following:
· | the Warrant Agreement Amendment to provide for the conversion of all of the 8,000,000 outstanding warrants into an aggregate of 80,000 shares of common stock (so that each warrant is converted into one-hundredth (1/100th) of one share) upon the consummation of a business transaction, and to terminate the Warrant Agreement in connection with such conversion; and |
· | a proposal to adjourn the Warrantholder 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 of warrantholders, there are not sufficient votes to approve the warrant conversion proposal. |
The approval of these proposals required the affirmative vote of 65% of the Company’s issued and outstanding warrants as March 4, 2016.
The voting results for the amendment to the Warrant Agreement were as follows:
FOR |
AGAINST |
ABSTAIN | ||
7,146,530 | 35,100 | 89,750 |
The voting results for the adjournment proposal were as follows:
FOR |
AGAINST |
ABSTAIN | ||
7,046,530 | 35,100 | 189,750 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | ||
Number | Exhibit | |
10.1 | Amended and Restated Investment Management Trust Agreement, dated April 8, 2016, by and between Committed Capital Acquisition Corporation II and Continental Stock Transfer & Trust Company | |
10.2 | Amendment to the Warrant Agreement, dated April 8, 2016, by and between Committed Capital Acquisition Corporation II and Continental Stock Transfer & Trust Company |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Committed Capital Acquisition Corporation II | ||
April 14, 2016 | By: | /s/ Michael Rapp |
Name: Michael Rapp | ||
Title: Chief Executive Officer and Chairman |