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~~July 10, 2017

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.)

370 Lexington Avenue, Suite 1208, New York, New York		10017
(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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events

~~Amended~~Second ~~and Restated Trust Agreement~~Redemption

AsOn aJuly ~~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 II (the “Company”) ~~entered~~commenced ~~into~~its ansecond ~~agreement~~redemption ~~with~~as ~~Continental~~more ~~Stock~~fully ~~Transfer~~described &in ~~Trust~~that ~~Company~~certain ~~(“Continental”) to~~current ~~amend~~report ~~and~~on ~~restate~~Form ~~the~~8-K filed ~~first~~with ~~amended and restated investment management trust agreement entered into between~~ the ~~Company~~Securities ~~and Continental~~Exchange Commission on ~~April~~March 831, ~~2016 (the “Amended and Restated Trust Agreement”)~~2017.

The ~~Amended~~Company ~~and~~does ~~Restated~~not ~~Trust~~intend ~~Agreement permits distributions from the trust account~~ to ~~pay~~send ~~public~~any ~~stockholders~~further ~~delivering~~documents ~~their shares and a letter~~ to ~~Continental requesting~~ ~~redemption~~its inshareholders ~~connection~~regarding ~~with~~ the ~~vote~~July onRedemption ~~the Extension Amendment~~ (as defined below) and ~~the~~current ~~Second~~stockholders ~~Redemption~~should ~~(as~~carefully ~~defined~~review ~~below),~~this Current ~~and~~Report ~~extended the date~~ on ~~which~~Form to8-K ~~commence~~and ~~liquidating~~ the ~~trust~~attached ~~account~~press inreleasing ~~the~~announcing ~~event~~ the ~~Company~~July ~~has~~Redemption ~~not~~for ~~consummated~~information aregarding ~~business transaction to April 10, 2019 (~~the ~~“Extended~~July ~~Termination Date”)~~Redemption.

AApril ~~copy of the Amended and Restated Trust Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.~~Redemption

~~Expense~~On ~~Agreement~~April 10, 2017, the Company held a special meeting of stockholders at which time the Company’s stockholders approved an extension of the time that the Company has to close a business transaction until April 10, 2019 (the “Extension Amendment”) and, in connection therewith, allowed holders of the Company’s public shares to redeem their public shares (the “April Redemption”), and also provided for a second redemption opportunity beginning July 10, 2017 (the “July Redemption”), in each case for a pro rata portion of the funds available in the trust account established by the Company with Continental Stock Transfer & Trust Company, the Company’s transfer agent (the “Transfer Agent”) in connection with the Company’s 2014 initial public offering of its securities (the “IPO”).

OnIn ~~April~~connection ~~10,~~with ~~2017,~~the ~~Michael~~April ~~Rapoport (“Rapp”)~~Redemption, ~~Philip~~ ~~Wagenheim and Committed Capital Holdings LLC~~2, ~~(the “Sellers”)~~042,244 ~~as holders~~ of ~~certain of~~ the ~~Company’s~~2,394,071 ~~founder~~ shares ~~(the~~that ~~“Founder~~were ~~Shares”),~~eligible ~~entered~~for ~~into~~redemption anwere ~~agreement~~redeemed ~~with~~for ~~Notespac,~~a ~~LLC~~total ~~(“Notespac”), KASPAC,~~of ~~LLC (“KASPAC”) and KSSPAC~~$10, ~~LLC (“KSSPAC”~~211, ~~and together with KASPAC, the “Purchasers”) (the “Expense Agreement”)~~220.

~~The~~July 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 Company’s Board of Directors (the “Board”) with one or more of the Purchasers’ designees, (ii) require the resignation of the Company’s 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.Redemption

The ~~Expense~~Company ~~Agreement~~is ~~also~~now ~~provides:~~offering ~~(i)~~remaining ~~upon the~~holders ~~closing~~ of the ~~Purchase, Messrs. Rapp and Wagenheim will sell to Notespac for an aggregate sum of $1,000, the principal amount~~public ~~due~~shares ~~under~~issued ~~any~~in ~~loans~~connection ~~and/or advances made to the Company, together~~ with ~~all~~its ~~accrued~~IPO ~~and unpaid interest thereunder and calculated as of April 10, 2017, subject to adjustment as described in~~ the ~~Expense~~opportunity ~~Agreement, (ii) Notespac will loan sufficient funds~~ to ~~the~~ ~~Company~~redeem totheir ~~pay~~shares ~~certain costs and expenses related to the proposals described under Item 5.07 below, which costs and expenses shall not exceed,~~ in ~~the~~connection ~~aggregate,~~with ~~$175,000, and (iii) Notespac shall enter into a trust indemnification agreement relating to only those expenses and liabilities of~~ the ~~Company~~July ~~arising between the approval of the Extension Amendment and the Second~~ Redemption.

~~The~~Redemption 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2016.Procedure

~~Termination~~A ofrequest ~~Advancement~~for ~~Agreement~~redemption may be made on or before August 11, 2017 by ensuring your bank or broker complies with the requirements identified herein.

OnStockholders ~~April~~(or ~~10,~~“you”) ~~2017~~must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s ~~and~~Transfer ~~Messrs.~~Agent, ~~Rapp~~at Continental ~~and~~Stock ~~Wagenheim~~Transfer ~~entered~~& ~~into~~Trust anCompany, ~~agreement~~17 Battery Place, New York, New York 10004, Attn: Mark Zimkind; mzimkind@continentalstock.com, by August 11, 2017 or to ~~terminate~~deliver your shares to the ~~Advancement~~Transfer ~~Agreement~~Agent electronically using The Depository Trust Company’s DWAC (~~the~~Deposit/Withdrawal ~~“Termination”~~At Custodian) System, ~~effective~~which election would be determined based on the manner in which you hold your shares. ~~immediately~~The election is irrevocable upon the conclusion of the July Redemption.

~~The~~Through ~~foregoing~~the ~~description~~DWAC ofsystem, ~~the~~this ~~Termination~~electronic delivery process can ~~does~~be ~~not~~accomplished ~~purport~~by tothe bestockholder, ~~complete~~regardless ~~and~~of whether it is ~~qualified~~a inrecord holder or its ~~entirety~~shares are held in “street name,” by ~~reference~~contacting tothe Transfer Agent or its broker and requesting delivery of its shares through the ~~Termination,~~DWAC system. Delivering shares physically may take significantly longer. There is a ~~copy~~nominal cost associated with the above-referenced tendering process and the act of ~~which~~certificating the shares or delivering them through the DWAC system. The Transfer Agent will ~~filed~~typically ascharge the tendering anbroker ~~exhibit~~$80.00 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding ~~Annual~~that ~~Report~~stockholders onshould ~~Form~~generally ~~10-K~~allot ~~for~~at least two weeks to obtain physical certificates from the ~~year~~Transfer ~~ended~~Agent. The ~~December~~Company 31does not have any control over this process or over the brokers or DTC, ~~2016~~and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that do not elect to exercise their redemption rights. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

~~Item~~Certificates 5and/or shares that have not been tendered in accordance with these procedures by August 11, 2017 will not be redeemed for cash.~~07.~~ ~~Submission~~In ofthe ~~Matters~~event tothat a ~~Vote~~public stockholder requests redemption and decides prior to the close of ~~Security~~the ~~Holders~~redemption period that it does not want to redeem its shares, the stockholder may withdraw the request. If you delivered your shares for redemption to our Transfer Agent and decide prior to August 11, 2017 not to redeem your shares, you may request that our Transfer Agent return the shares (physically or electronically). You may make such request by contacting our Transfer Agent at address listed above.

~~Submission~~The Company anticipates that a public stockholder who tenders shares for redemption in connection with the July Redemption would receive payment of ~~Matters~~the toredemption ~~Vote~~price for such shares soon after August 11, 2017. The Company will hold the certificates of ~~Stockholders~~public stockholders that request redemption and deliver prior to August 11, 2017 until such shares are redeemed for cash or returned to such stockholders.

AtIf properly demanded, the ~~Stockholder~~Company ~~Meeting,~~will ~~which~~redeem ~~occurred~~each onpublic share ~~April~~for a pro rata portion of the funds available in the trust account. As of July 10, 2017, this would amount to approximately $5.00 per share. If you exercise your redemption rights, you will be exchanging your shares of the Company’s ~~stockholders~~public ~~approved~~shares for cash and will no longer own the ~~following:~~shares. You will be entitled to receive cash for these shares only if you properly demand redemption, and tender your stock certificate(s) or electronically transfer your shares to the Company’s Transfer Agent by August 11, 2017.

· 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 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 (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 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 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 Company’s common stock as March 23, 2017.

The voting results for the Extension Amendment were as follows:

FOR		AGAINST		ABSTAIN
9,175,083		0		160,000

The voting results for the Trust Amendment were as follows:

FOR		AGAINST		ABSTAIN
9,195,083		0		140,000

The voting results to approve the Amended and Restated Trust Agreement were as follows:

FOR		AGAINST		ABSTAIN
9,195,083		0		140,000

Item 9.01. 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
99.1		Press Release, dated July 10, 2017, announcing commencement of its July Redemption.

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, 2017	By:	/s/ Michael Rapp
July 11, 2017	By:	/s/ Michael Rapp
		Name: Michael Rapp
		Title: Chief Executive Officer and Chairman

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