COMMITTED CAPITAL ACQUISITION CORPORATION II (OTCBB:CCAQ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
Amended and Restated Trust Agreement
As a result of the special meeting of stockholders described in
Item 5.07 below (the Stockholder Meeting), on
April 10, 2017, Committed Capital Acquisition Corporation II (the
Company) entered into an agreement with
Continental Stock Transfer Trust Company
(Continental) to amend and restate the first
amended and restated investment management trust agreement
entered into between the Company and Continental on April 8, 2016
(the Amended and Restated Trust Agreement).
The Amended and Restated Trust Agreement permits distributions
from the trust account to pay public stockholders delivering
their shares and a letter to Continental requesting redemption in
connection with the vote on the Extension Amendment (as defined
below) and the Second Redemption (as defined below), and extended
the date on which to commence liquidating the trust account in
the event the Company has not consummated a business transaction
to April 10, 2019 (the Extended Termination
Date).
A copy of the Amended and Restated Trust Agreement is attached
hereto as Exhibit 10.1 and is incorporated by reference herein.
Expense Agreement
On April 10, 2017, Michael Rapoport (Rapp),
Philip Wagenheim and Committed Capital Holdings LLC, (the
Sellers), as holders of certain of the Companys
founder shares (the Founder Shares), entered
into an agreement with Notespac, LLC (Notespac),
KASPAC, LLC (KASPAC) and KSSPAC,
LLC(KSSPAC, and together with KASPAC, the
Purchasers) (the Expense
Agreement).
The Expense Agreement provides that the Purchasers will enter
into definitive agreements with the Sellers, among other holders
of Founder Shares, to purchase substantially all of the Founder
Shares owned by the Sellers (the Purchase). Upon
completion of the Purchase, the Purchasers shall have the right
to (i) replace the Companys Board of Directors (the
Board) with one or more of the Purchasers
designees, (ii) require the resignation of the Companys Chief
Executive Officer and President, respectively, as well as any
other corporate officer, and for the new Board to replace such
individuals, and (iii) either purchase, or be empowered to cause
the Company to cause forfeiture of, all or substantially all of
the Founder Shares not already purchased by the Purchasers, as
permitted by those certain insider letter agreements by and
between the Company and its initial shareholders. Additionally,
upon completion of the Purchase, the Company shall take all
appropriate action to cause the following agreements to be
terminated: (i) the term sheet entered into by and between the
Company and Serruya Private Equity on May 10, 2017 (the
SPE Term Sheet), (ii) the expense advancement
agreement entered into by and between the Company and Broadband
Capital Management LLC (BCM) on April 11, 2014
(referred to herein as the Advancement
Agreement, which was terminated on April 10, 2017, as
described below) and (iii) the trust indemnification agreement
entered into by and between the Company, BCM and Mr. Rapp on
April 11, 2014. Upon termination of the SPE Term Sheet, Aaron
Serruya will resign from the Board.
The Expense Agreement also provides: (i) upon the closing of the
Purchase, Messrs. Rapp and Wagenheim will sell to Notespac for an
aggregate sum of $1,000, the principal amount due under any loans
and/or advances made to the Company, together with all accrued
and unpaid interest thereunder and calculated as of April 10,
2017, subject to adjustment as described in the Expense
Agreement, (ii) Notespac will loan sufficient funds to the
Company to pay certain costs and expenses related to the
proposals described under Item 5.07 below, which costs and
expenses shall not exceed, in the aggregate, $175,000, and (iii)
Notespac shall enter into a trust indemnification agreement
relating to only those expenses and liabilities of the Company
arising between the approval of the Extension Amendment and the
Second Redemption.
The foregoing description of the Expense Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Expense Agreement, a copy of which will filed as
an exhibit to the Companys Annual Report on Form 10-K for the
year ended December 31, 2016.
Termination of Advancement Agreement
On April 10, 2017, the Company and Messrs. Rapp and Wagenheim
entered into an agreement to terminate the Advancement Agreement
(the Termination), effective immediately.
The foregoing description of the Termination does not purport to
be complete and is qualified in its entirety by reference to the
Termination, a copy of which will filed as an exhibit to the
Companys Annual Report on Form 10-K for the year ended December
31, 2016.
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 10, 2017, the
Companys stockholders approved the following:
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an amendment to the Companys amended and restated certificate of incorporation (the Extension Amendment) to extend the date before which the Company must complete a business transaction 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; |
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an amendment to the Companys amended and restated certificate of incorporation to allow holders of the Companys public shares, in connection with (i) the Extension Amendment and (ii) a second redemption opportunity on the earlier of July 10, 2017 and the consummation of a business transaction (the Second Redemption), for a pro rata portion of the funds available in the trust account (the trust account) established in connection with the Companys initial public offering (the Trust Amendment), and authorize the Company and the trustee to disburse such redemption payments; and |
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the Amended and Restated Trust Agreement, to permit distributions from the trust account to pay public stockholders properly demanding redemptionin connection with the Extension Amendment and the Second Redemption; and extend the date on which to commence liquidating the trust account in the event the Company has not consummated a business transaction from April 10, 2017 to the Extended Termination Date. |
The approval of these proposals required the affirmative vote of
65% of the issued and outstanding shares of the Companys common
stock as March 23, 2017.
The voting results for the Extension Amendment were as follows:
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FOR |
AGAINST |
ABSTAIN |
||
| 9,175,083 | 160,000 |
The voting results for the Trust Amendment were as follows:
|
FOR |
AGAINST |
ABSTAIN |
||
| 9,195,083 | 140,000 |
The voting results to approve the Amended and Restated Trust
Agreement were as follows:
|
FOR |
AGAINST |
ABSTAIN |
||
| 9,195,083 | 140,000 |
Item9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit | ||
| Number | Exhibit | |
| 10.1 |
Second Amended and Restated Investment Management Trust Agreement, dated April 10, 2017, by and between Committed Capital Acquisition Corporation II and Continental Stock Transfer Trust Company |
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COMMITTED CAPITAL ACQUISITION CORPORATION II (OTCBB:CCAQ) Recent Trading Information
COMMITTED CAPITAL ACQUISITION CORPORATION II (OTCBB:CCAQ) closed its last trading session 00.00 at 4.05 with 400 shares trading hands.