FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ~~March~~June 3130, 2017

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 333-192586

Committed Capital Acquisition Corporation II

(Exact name of registrant as specified in its charter)

Delaware	45-4345803
(State or other jurisdiction	(I.R.S. Employer Identification Number)
of incorporation or organization)

~~c/o Michael~~1745 ~~Rapoport~~ Sidewinder Drive, Park City, Utah 84060

370 Lexington Avenue, Suite 1208

New York, New York 10017

(Address of principal executive offices)

(~~212~~435) ~~759~~ 222-~~2020~~ 2141

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

~~Indicate by~~370 ~~check~~Lexington mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)Avenue, ~~and~~ ~~(2) has been subject to such filing requirements for the past 90 days~~Ste. ~~Yes~~1208 ~~☐ No ☒~~

New York, New York 10017

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.*

* The registrant has not been subject to the filing requirements of Section 13 or 15(d) of the Exchange Act since January 1, 2015; however, registrant filed all reports since that date that would have been required to be filed if it were subject to Section 12 or 15(d) of the Exchange Act.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐.

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 8,~~931~~799,~~227~~ 127 shares of common stock, par value $.00001 per share, outstanding as of ~~June~~ 19December 5, 2017.

COMMITTED CAPITAL ACQUISITION CORPORATION II

- INDEX -

PART I – FINANCIAL INFORMATION:
Item 1.	Financial Statements:
Item 1. Financial Statements:
	Condensed Balance Sheets as of March 31, 2017 (unaudited) and December 31, 2016 (audited)	F-1
	Condensed Balance Sheets as of June 30, 2017 (unaudited) and December 31, 2016 (audited)		F-2
	Condensed Statements of Operations for the Three Months Ended March 31, 2017 and 2016 (unaudited)	F-2
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016 (unaudited)		F-3
	Condensed Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2017 (unaudited)	F-3
	Condensed Statement of Stockholders’ Equity for the Six Months Ended June 30, 2017 (unaudited)		F-4
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 (unaudited)	F-4
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016 (unaudited)		F-5
	Notes to Condensed Financial Statements (unaudited)	~~F-5~~	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 3. Quantitative and Qualitative Disclosures About Market Risk			19
Item 4.	Controls and Procedures	6
Item 4. Controls and Procedures			19
PART II – OTHER INFORMATION:
Item 1.	Legal Proceedings	8
Item 1. Legal Proceedings			20
Item 1A.	Risk Factors	8
Item 1A. Risk Factors			20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			20
Item 3.	Defaults Upon Senior Securities	8
Item 3. Defaults Upon Senior Securities			20
Item 4.	Mine Safety Disclosures	8
Item 4. Mine Safety Disclosures			20
Item 5.	Other Information	8
Item 5. Other Information			20
Item 6.	Exhibits	8
Item 6. Exhibits			21
Signatures		9	22

~~Committed Capital Acquisition Corporation II CONDENSED BALANCE SHEETS~~2

	March 31,			December 31,
	2017			2016
	(unaudited)
ASSETS
Current Assets
Cash	$	4,000		$	48,000
Prepaid expenses		—			1,000
Total Current Assets		4,000			49,000
Investment in Trust Account		12,053,000			12,025,000
Total Assets	$	12,057,000		$	12,074,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	139,000		$	185,000
Accrued offering expenses		13,000			13,000
Accrued franchise taxes		493,000			490,000
Notes payable, related party		113,000			113,000
Advances, related party		785,000			785,000
Total Current Liabilities		1,544,000			1,586,000
COMMITMENTS AND CONTINGENCIES
Stockholders’ Equity
Preferred stock, $0.00001 par value, 10,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.00001 par value, 250,000,000 shares authorized; 10,973,471 and 13,972,871 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively		—			—
Additional paid-in capital		11,645,000			11,645,000
Accumulated deficit		(1,131,000	)		(1,157,000	)
Total Stockholders’ Equity		10,514,000			10,488,000
Total Liabilities and Stockholders’ Equity
	$	12,057,000		$	12,074,000

The accompanying notes are an integral part of the condensed financial statements

F-1

Committed Capital Acquisition Corporation II CONDENSED STATEMENTS OF OPERATIONS (unaudited)

	Three Months Ended March 31,
	2017			2016
Revenue	$	—		$	—
General and Administrative Expenses and Franchise Taxes		2,000			146,000
Income (Loss) from Operations		(2,000	)		(146,000	)
Interest and Dividend Income on Trust Account		28,000			32,000
Net Income (Loss) Attributable to Common Stockholders	$	26,000		$	(114,000	)
Weighted Average Number of Common
Shares Outstanding		13,639,904			31,094,256
Basic and Diluted Net Income (Loss) per Share
Attributable to Common Stockholders	$	0.00		$	(0.00	)

The accompanying notes are an integral part of the condensed financial statements

F-2

Committed Capital Acquisition Corporation II

CONDENSED ~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~ ~~Three~~BALANCE ~~Months Ended March 31, 2017 (unaudited)~~SHEETS

	Common Stock						Additional Paid-					Total Stockholders’
	June 30, 2017			December 31, 2016
	Shares			Amount			in Capital		Accumulated Deficit			Equity
	(unaudited)
BALANCE, DECEMBER 31, 2016		13,972,871		$	—		$	11,645,000	$	(1,157,000	)	$	10,488,000
ASSETS
Net income		—			—			—		26,000			26,000
Current Assets
Shares Forfeited by Founders in March 2017		(2,999,400	)		—			—		—			—
Cash	$	—		$	48,000
BALANCE, MARCH 31, 2017		10,973,471		$	—		$	11,645,000	$	(1,131,000	)	$	10,514,000
Prepaid expenses		—			1,000
Total Current Assets					49,000
Investment in Trust Account		1,772,000			12,025,000
Total Assets
	$	1,772,000		$	12,074,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	210,000		$	185,000
Accrued offering expenses		13,000			13,000
Accrued franchise taxes		490,000			490,000
Notes payable, related party		113,000			113,000
Advances, related party		719,000			785,000
Total Current Liabilities		1,545,000			1,586,000
COMMITMENTS AND CONTINGENCIES
Stockholders’ Equity
Preferred stock, $0.00001 par value, 10,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.00001 par value, 250,000,000 shares authorized; 8,931,227 and 13,972,871 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively		—			—
Additional paid-in capital		1,434,000			11,645,000
Accumulated deficit		(1,207,000	)		(1,157,000	)
Total Stockholders’ Equity		227,000			10,488,000
Total Liabilities and Stockholders’ Equity	$	1,772,000		$	12,074,000

The accompanying notes are an integral part of the condensed financial statements

F-3

Committed Capital Acquisition Corporation II ~~CONDENSED STATEMENTS OF CASH FLOWS (unaudited)~~

	Three Months Ended March 31,
	2017			2016
Cash Flows from Operating Activities
Net income (loss)	$	26,000		$	(114,000	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Interest and dividend income on Trust Account		(28,000	)		(32,000	)
Changes in operating assets and liabilities:
Prepaid expenses		1,000			1,000
Accounts payable and accrued expenses		(46,000	)		42,000
Accrued franchise taxes		3,000			58,000
Net cash provided by (used in) operating activities		44,000			(45,000	)
Net cash provided by Investing Activities
Withdrawal from Trust Account		—			58,000
Net increase (decrease) in cash		(44,000	)		13,000
Cash at beginning of the period		48,000			8,000
Cash at end of the period	$	4,000		$	21,000

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016

Revenue	$	—		$	—		$	—		$	—

General and Administrative Expenses and Franchise taxes		(87,000	)		(148,000	)		(89,000	)		(294,000	)

Loss from Operations		(87,000	)		(148,000	)		(89,000	)		(294,000	)

Interest and Dividend Income on Trust Account		12,000			15,000			39,000			47,000

Net Loss Attributable to Common Stockholders	$	(75,000	)	$	(133,000	)	$	(50,000	)	$	(247,000	)

Weighted Average Number of Common Shares Outstanding		9,133,000			14,897,000			11,374,000			22,996,000

Basic and Diluted Net Loss per Share Attributable to Common Stockholders	$	(0.01)		$	(0.01	)	$	(0.00	)	$	(0.01	)

The accompanying notes are an integral part of the condensed financial statements

F-4

Committed Capital Acquisition Corporation II

~~NOTES~~CONDENSED TOSTATEMENTS ~~CONDENSED~~OF ~~FINANCIAL~~CHANGES ~~STATEMENTS (unaudited)~~IN STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2017

	Common Stock					Additional						Total Stockholders'
	Shares			Amount		Paid-in Capital			Accumulated Deficit			Equity
BALANCE, DECEMBER 31, 2016		13,972,871		$	—	$	11,645,000		$	(1,157,000	)	$	10,488,000

Shares forfeited by founders in March 2017		(2,999,400	)		—

Shares redeemed by stockholders in April 2017		(2,042,244	)		—		(10,211,000	)					(10,211,000	)

Net loss										(50,000	)		(50,000	)

BALANCE, June 30, 2017		8,931,227		$	—	$	1,434,000		$	(1,207,000	)	$	227,000

The accompanying notes are an integral part of the condensed financial statements

F-5

Committed Capital Acquisition Corporation II
CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2017			2016

Cash Flows from Operating Activities
Net loss	$	(50,000	)	$	(247,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest and dividend income in Trust Account		(39,000	)		(47,000	)
Changes in operating assets and liabilities:
Prepaid expenses		1,000			(4,000	)
Accounts payable and accrued expenses		25,000			71,000
Accrued franchise taxes		—			116,000
Net cash used in operating activities		(63,000	)		(111,000	)

Net cash provided by Investing Activities
Withdrawal from Trust Account		81,000			58,000

Net cash used in financing activities
Proceeds from / (Payments of) related party advances		(66,000	)		45,000

Net increase (decrease) in cash		(48,000	)		(8,000	)

Cash at beginning of the period		48,000			8,000

Cash at end of the period	$	—		$	—

Supplemental disclosure of non-cash financing activities:
Common stock redeemed in Extension Amendment with proceeds from Trust	$	10,211,000		$	28,029,000

The accompanying notes are an integral part of the condensed financial statements

F-5

Committed Capital Acquisition Corporation II

NOTES TO FINANCIAL STATEMENTS

(unaudited)

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Committed Capital Acquisition Corporation II (the “Company”) was incorporated in Delaware on May 18, 2011. The Company iswas aformed for ~~blank~~the ~~check company whose~~ purpose isof ~~to acquire~~acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable ~~stock~~share transaction or other similar business transaction, with one or more operating businesses or assets not yet identified (“Business Combination”). The Company has neither engaged in any operations nor generated revenue to date.

On November 27, 2013, the Company filed a registration statement on Form S-1 ~~(File No. 333-192586), as amended (the “Registration Statement”),~~ with the United States Securities and Exchange Commission (“SEC”) in connection with its offering to sell up to 7,000,000 units at a price of $5.00 per unit (the “Offering”). The underwriters for the Offering were granted an over-allotment option to purchase up to an additional 1,050,000 units for 45 days after the effectiveness of the registration ~~statement~~ ~~for the Offering~~statement. Each unit ~~consists~~consisted of one share of common stock, par value $0.00001 per share (the “ "Common Stock”"), and one warrant to purchase one half of one share of Common Stock at an exercise price of $2.50 per half-share ($5.00 per whole share). Under the terms of ~~the~~a warrant agreement, ~~dated as of April 10, 2014 between the Company and Continental Stock Transfer & Trust Company~~(the “Warrant Agreement”), the Company ~~has~~ agreed to use ~~their~~its best efforts to file a post-effective or new registration statement under the Securities Act of 1933, as amended ~~(the “Securities Act”)~~, following the completion of the Company’'s Business Combination. ~~Each~~Under the terms of the Warrant Agreement, each warrant ~~will~~was to become exercisable upon effectiveness of such post-effective amendment or new registration statement and will expire on the date that is the earlier of (i) five years after the effective date of the registration statement registering the shares of Common Stock issuable upon the exercise of the warrants or (ii) the forty-fifth (45th) day following the date that the Company’s Common Stock closes at or above $8.00 per share for 20 out of 30 trading days commencing on the effective date. If the Company was is unable to deliver registered shares of Common Stock to the holder upon exercise of warrants during the exercise period, there would ~~will~~ be no cash settlement of the warrants and the warrants ~~will~~would expire worthless. The lead underwriter for the Offering was a related party.; ~~See~~see Note 4.

OnThe Company has, as amended (see below), until April 10, ~~2014~~2019 to complete its Business Combination. If the Company does not consummate a Business Combination by such time, the ~~Registration~~Company ~~Statement~~will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably practicable, but not more than five business days thereafter, redeem the Company’s public shares for cash equal to their pro rata share of the aggregate amount then on deposit in ~~connection~~the ~~with~~trust account less taxes and amounts released to the ~~Offering~~Company ~~was~~for ~~declared~~working ~~effective~~capital purposes, subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders.

Additionally, on April 11, 2014, the Company filed with the Secretary of State of the State of Delaware its Amended and Restated Certificate of Incorporation. The Company currently has 60 months from April 10, 2014 to complete its Business Combination. If the Company does not consummate a Business Combination within such 60-month period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably practicable, but not more than five business days thereafter, redeem the Company’s public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account less taxes and amounts released to the Company for working capital purposes, subject to applicable law and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors (the “Board”), dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders.

On April 16, 2014, the Company closed the Offering and issued 7,000,000 equity units for gross proceeds of $35,000,000 consisting of 7,000,000 shares of Common Stock and warrants to purchase an additional 3,500,000 shares of Common Stock (as described above).

On April 17, 2014, the representative of the underwriters advised the Company that it planned to exercise its over-allotment option with respect to 1,000,000 Units (the “"Option Units”") for gross proceeds of $5,000,000. On April 21, 2014, the closing of the Option Units occurred and the Company issued 1,000,000 equity units for gross proceeds of $5,000,000 consisting of 1,000,000 shares of Common Stock and warrants to purchase an additional 500,000 shares of Common Stock (as described above). The underwriters did not exercise their overallotment option for the remaining 40,000 Option Units, as a result the initial shareholders forfeited 162,763 initial shares. ~~Subsequent to the closing of the Offering and the closing of the Option Units, the gross proceeds of $40,000,000 were placed in a trust account (“Trust Account,” see below).~~

Subsequent to the closing of the Offering and the closing of the Option Units, the gross proceeds of $40,000,000 were placed in a trust account ("Trust Account") established in connection with the Offering with Continental Stock Transfer and Trust Company (the “Trustee”) for the benefit of our public stockholders.

The costs of the Offering, including the overallotment, were approximately $351,000.

F-5

Committed Capital Acquisition Corporation II

NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited)

The Company held a special meeting of stockholders on April 8, 2016 to consider and vote upon two proposals to amend the Company’s Amended and Restated Certificate of Incorporation to: (a) extend the date before which the Company must complete a business transaction from April 10, 2016 to April 10, 2017, 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, (b) allow holders of the Company’s public shares to redeem their public shares, in connection with the Extension Amendment, for a pro rata portion of the funds available in the Trust Account established in connection with the Company’s IPO, and authorize the Company and the trustee to disburse such redemption payments and (c) a proposal to amend and restate the Company’s Investment Management Trust Agreement, dated April 10, 2014 by and between the Company and Continental Stock Transfer & Trust Company (the “Investment Management Trust Agreement”) to permit distributions from the Trust Account to pay public stockholders properly demanding redemption in connection therewith and extend the date on which to commence liquidating the Trust Account in the event the Company has not consummated a business transaction until April 10, 2017. Both the amendments were approved by stockholders at the special meeting and 5,605,929 shares of the Company’s Common Stock were redeemed for $28,029,645 in connection with the approval. As of March 31, 2017, 2,394,071 shares of the Company’s stock issued in its IPO remained outstanding.

The Company also held a special meeting of its warrantholders on April 8, 2016 where the Company’s warrantholders voted to approve an amendment (the “Warrant Amendment”) to the Warrant Agreement 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 terminate the Warrant Agreement in connection with such conversion. Both proposals were passed by the warrantholders.

On April 10, 2017, the Company held a special meeting of stockholders pursuant to which the Company’s stockholders approved: (i) proposals to amend the Company’s Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to (a) extend the date before which the Company must complete a business transaction to April 10, 2019 (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 and to (b) allow holders of the Company’s public shares to redeem their public shares, in connection with (y) the Extension Amendment and (z) 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 and authorize the Company and the trustee to disburse such redemption payments and (ii) a proposal to amend and restate the Amended and Restated Investment Management Trust Agreement, dated April 8, 2016, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Amendment”), to permit distributions from the Trust Account to pay public stockholders properly demanding redemption in connection with (a) the Extension Amendment and (b) 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 “Proposals”). Both the amendments were approved by stockholders at the special meeting and 2,042,244 shares of the Company’s Common Stock were redeemed for $10,211,220 in connection with the approval. As of May 31, 2017, 351,827 shares of the Company’s stock issued in its IPO remain outstanding. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully affect a Business Combination. See Note 7.

The Company, after signing a definitive agreement for the acquisition of one or more target businesses or assets, will not submit the transaction for stockholder approval, unless otherwise required by law. The Company will proceed with a Business Combination if it is approved by the Board. The Company will not provide the stockholders with the opportunity to redeem their shares of Common Stock for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account upon the consummation of the Company’s Business Combination. If a stockholder vote is required by law, the Company will conduct a proxy solicitation pursuant to the proxy rules but will not offer its stockholders the opportunity to redeem their shares of Common Stock in connection with such vote.

F-6

Committed Capital Acquisition Corporation II

NOTES TO ~~CONDENSED~~ FINANCIAL STATEMENTS ~~(unaudited)~~

The Company is not limited to a particular industry, geographic region or minimum transaction value for purposes of consummating its Business Combination. The Company will have virtually unrestricted flexibility in identifying and selecting a prospective transaction candidate. The Company does not have any specific merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable stock transaction or other similar business transaction under consideration or discussion.(unaudited)

The ~~gross~~Company ~~proceeds~~held ~~(and,~~a ~~since~~special ~~2016,~~meeting ~~the~~of ~~net~~stockholders ~~proceeds~~on ~~after~~April ~~redemptions~~8, ~~described~~2016 ~~above)~~to ~~are~~consider ~~required~~and vote upon two proposals to beamend ~~invested~~the inCompany’s amended ~~U.S.~~and restated certificate (the “~~government securities,~~2016 Extension Amendment”) ~~defined~~to: as(a) ~~any~~extend ~~Treasury~~the ~~Bill~~date ~~issued~~before bywhich the ~~United~~Company must ~~States~~complete ~~government~~a ~~having~~business atransaction ~~maturity~~from ofApril ~~180~~10, ~~days~~2016 orto ~~less~~April or10, ~~money~~2017, ~~market~~and ~~funds~~provide ~~meeting~~that the ~~conditions~~date ~~specified~~for incessation ~~Rule~~of ~~2a-7~~operations of ~~under~~ the ~~Investment~~Company if the Company ~~Act~~has not completed a business transaction would similarly be extended; and (b) allow holders of ~~1940.~~the ~~Except~~Company’s public shares to redeem their public shares, in connection with the 2016 Extension Amendment, for a ~~portion~~pro rata portion of the ~~interest~~funds ~~income~~available ~~that~~in ~~may~~the beTrust ~~released~~Account, toand authorize the Company toand ~~pay~~the ~~income~~Trustee orto ~~other~~disburse ~~tax~~such ~~obligations~~redemption payments; and (c) a proposal to ~~fund~~ ~~its~~amend ~~working~~and ~~capital~~restate ~~requirements~~the Company’s investment management trust agreement, ~~none~~dated ofApril 10, 2014 by and between the ~~funds~~Company ~~held~~and inthe Trustee to permit distributions from the Trust Account ~~will~~to bepay ~~released~~public ~~until~~stockholders properly demanding redemption in connection therewith and extend the ~~earlier~~date ofon ~~(i)~~which to commence liquidating the ~~consummation~~ ofTrust Account in the event the Company has not consummated a business transaction until April 10, ~~(ii)~~2017. Both amendments were approved by stockholders at the special meeting and 5,605,929 shares of the Company’s ~~redemption~~Common ofStock ~~the~~were ~~public~~redeemed ~~shares~~for ~~sold~~$28,029,645 in ~~the~~connection ~~Offering~~with if the ~~Company is~~approval. ~~unable~~As toof June ~~consummate~~30, ~~its~~2017 ~~Business~~and ~~Combination~~December ~~within~~31, ~~the~~2016, ~~60-month~~351,827 ~~period~~and ~~set~~2,394,071 ~~forth~~shares, ~~above~~respectively, orof ~~(iii)~~ the Company’s ~~liquidation~~ ~~(if~~stock noissued ~~redemption~~in ~~occurs)~~the Offering remain outstanding.

~~Following~~The ~~the~~Company ~~closing~~also ofheld ~~the~~a ~~Offering~~special ~~and~~meeting ~~prior~~of toits ~~the~~warrantholders ~~consummation~~on ofApril ~~the Business Combination~~8, in2016 ~~order~~where tothe ~~fund~~Company’s ~~all~~warrantholders ~~expenses~~voted ~~relating~~ to approve ~~investigating~~an ~~and~~amendment ~~selecting~~(the a“Warrant ~~target~~Amendment”) ~~business,~~to ~~negotiating~~the anWarrant ~~acquisition~~Agreement, ~~agreement~~dated ~~and~~as ~~consummating~~of ~~such~~April ~~acquisition~~10, ~~and~~2014 (the ~~Company’s~~“Warrant ~~other~~Agreement”), ~~working~~between ~~capital~~the ~~requirements,~~Company anand ~~affiliate~~the ofTrustee, ~~certain~~to ~~initial~~provide ~~stockholders~~for ~~has~~the ~~committed~~conversion toof ~~loan~~all of the ~~Company~~8,000,000 ~~funds~~outstanding ~~from~~warrants ~~time~~into toan ~~time~~aggregate of ~~up to $2~~80,000~~,000.~~ ~~See~~shares ~~Note~~of 4.common ~~There~~stock ~~are~~(so nothat ~~agreements~~each ~~for~~warrant ~~facilities~~is orconverted ~~services~~into ~~between~~one-hundredth (1/100th) ~~the~~of ~~Company and~~one ~~its~~share) ~~initial~~upon ~~stockholders.~~the ~~Subsequent~~consummation toof ~~March~~a ~~31,~~Business ~~2017~~Combination, inand ~~April~~terminate ~~2017~~the ~~and~~Warrant Agreement in connection with ~~the~~such ~~Extension~~conversion. ~~Amendment,~~Both ~~this agreement~~proposals ~~was~~were ~~terminated~~passed asby ~~discussed~~the ~~further in Note 7 – Subsequent Events~~warrantholders.

~~Going~~On ~~concern~~April ~~consideration~~10, 2017, the Company held a special meeting of stockholders pursuant to which the Company’s stockholders approved: (i) proposals to amend the Company’s amended and restated certificate of incorporation (the “2017 Extension Amendment”) to (a) extend the date before which the Company must complete a Business Combination to April 10, 2019 (the “Extended Termination Date”), and provide that the date for cessation of operations of the Company if the Company has not completed a Business Combination would similarly be extended, and to (b) allow holders of the Company’s public shares to redeem their public shares, in connection with (y) the 2017 Extension Amendment, and (z) a second redemption opportunity on the earlier of July 10, 2017 and the consummation of a Business Combination (the “Second Redemption”), for a pro rata portion of the funds available in the Trust Account and authorize the Company and the Trustee to disburse such redemption payments; and (ii) a proposal to amend and restate the amended and restated investment management trust agreement, dated April 8, 2016, by and between the Company and the Trustee (the “2017 Trust Amendment”), to permit distributions from the Trust Account to pay public stockholders properly demanding redemption in connection with (a) the Extension Amendment, and (b) 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 Combination from April 10, 2017 to the Extended Termination Date (the “Proposals”). Both the amendments were approved by stockholders at the special meeting and 2,042,244 shares of the Company’s common stock were redeemed for $10,211,220 in connection with the approval. As of June 30, 2017, 351,827 shares of the Company’s stock issued in the Offering remain outstanding.

~~The~~Subsequent ~~Company~~to ~~does~~June ~~not~~30, ~~have~~2017, ~~any~~in ~~sources~~July of2017, ~~revenue~~there ~~nor~~was ~~does it have plans to generate revenue until~~ a ~~Business Combination.~~second ~~Currently~~redemption under the ~~Company~~2017 ~~does~~Extension ~~not~~Agreement ~~have an agreement~~ in ~~place~~which to132,100 ~~cover~~shares ~~future or current obligations~~ of the Company.’s ~~While~~Common ~~the~~Stock ~~Company~~were ~~contemplates~~redeemed ~~entering~~for ~~into~~$660,500, anreducing ~~Expense~~the ~~Agreement~~number ~~(See~~of ~~Note~~shares ~~7) for coverage~~ of ~~its~~Company ~~current~~Common ~~and future~~Stock ~~obligations,~~issued itin ~~cannot~~the ~~say~~Offering and ~~with~~remaining ~~certainty~~outstanding ~~that~~to ~~agreement~~219,727 ~~will be executed~~shares. ~~The~~As ~~uncertainty~~of ~~raises substantial~~December ~~doubt~~1, ~~about~~2017 ~~the~~there ~~Company’s~~was ~~ability~~$1,117,402 toremaining ~~continue~~in asthe aTrust ~~going concern~~Account.

The Company, after signing a definitive agreement for the acquisition of one or more target businesses or assets, will not submit the transaction for stockholder approval, unless otherwise required by law. The Company will proceed with a Business Combination if it is approved by the board of directors. The Company will not provide the stockholders with the opportunity to redeem their shares of Common Stock for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account upon the consummation of the Company’s Business Combination. If a stockholder vote is required by law, the Company will conduct a proxy solicitation pursuant to the proxy rules but will not offer its stockholders the opportunity to redeem their shares of Common Stock in connection with such vote.

F-7

Committed Capital Acquisition Corporation II

NOTES TO ~~CONDENSED~~ FINANCIAL STATEMENTS ~~(unaudited)~~

(unaudited)

The Company is not limited to a particular industry, geographic region or minimum transaction value for purposes of consummating its initial business transaction. The Company will have virtually unrestricted flexibility in identifying and selecting a prospective transaction candidate. The Company does not have any specific merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable stock transaction or other similar business transaction under consideration or discussion.

The gross proceeds (and, since 2016, the net proceeds after redemptions described above) are required to be invested in U.S. "government securities," defined as any Treasury Bill issued by the United States government having a maturity of one hundred and eighty (180) days or less or money market funds meeting the conditions specified in Rule 2a-7 under the Investment Company Act of 1940. Except for a portion of the interest income that may be released to the Company to pay income or other tax obligations and to fund its working capital requirements, none of the funds held in the Trust Account will be released until the earlier of (i) the consummation of a Business Combination, (ii) the Company’s redemption of the public shares sold in the Offering if the Company is unable to consummate its Business Combination by April 10, 2019, or (iii) the Company’s liquidation (if no redemption occurs).

Following the closing of the Offering and prior to the consummation of the Business Combination, in order to fund all expenses relating to investigating and selecting a target business, negotiating an acquisition agreement and consummating such acquisition and the Company’s other working capital requirements, an affiliate of certain initial stockholders had committed to loan the Company funds from time to time of up to $2,000,000. See Note 4. There are no agreements for facilities or services between the Company and its initial stockholders. In April 2017 and in connection with the 2017 Extension Amendment, this agreement was terminated as discussed further in Note 4.

Going concern consideration

At June 30, 2017, the Company had negative working capital of approximately $1,545,000, negative cash flow from operations and no cash. Further, the Company does not have any sources of revenue nor does it have plans to generate revenue until a Business Combination. Currently the Company does not have a formal agreement in place to cover future or current obligations of the Company. However, Mr. Abdalla and affiliates (see Notes 4 and 5 regarding a Change of Control in September 2017) have indicated that they will advance the necessary capital required to maintain the Company’s operations until it winds up and distributes any remaining funds in its Trust Account or completes an initial Business Combination. The uncertainty raises substantial doubt about the Company’s ability to continue as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with the ~~SEC~~Securities and Exchange Commission’s (“SEC”) reporting requirements under Regulation S-X and S-K. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016 contained in the Company’s Annual Report on Form 10-K ~~filed on May 30, 2017~~.

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The financial information contained herein is unaudited. In the opinion of management, all adjustments (which include normal ~~recurring~~ recurring adjustments) necessary to present fairly the financial position as of ~~March~~June 3130, 2017 and the results of operations and cash flows presented herein have been included in the financial statements. Operating results for the three and six months ended ~~March~~ ~~31,~~June 30, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017, or any future period. The financial statements as of and for the three and six months ended ~~March~~June 3130, 2017 and as of ~~and for the year ended~~ December 31, 2016 have been rounded to the nearest thousands of dollars except share amounts and net loss per common share.

F-8

Committed Capital Acquisition Corporation II

NOTES TO FINANCIAL STATEMENTS

(unaudited)

Emerging growth company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Net ~~income (~~loss) per common share

The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) 260, “Earnings Per Share.” Net ~~income (~~loss) per common share is computed by dividing net ~~income (~~loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. Because the Company reported a net loss in ~~2015,~~all ~~the~~periods ~~warrants to purchase 4~~presented,~~000,000 shares~~ ofany ~~Common~~dilutive ~~Stock~~securities ~~issued in connection with the Offering~~ have not been included in the diluted net loss per share since these securities would reduce the loss per common share and become anti-dilutive. ~~During the period ended March 31, 2017, there were no dilutive securities.~~ As a result, diluted ~~income (~~loss) per common share is the same as basic ~~income (~~loss) per common share for each period presented.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates their carrying amounts represented on the balance sheets.

F-8

Committed Capital Acquisition Corporation II

NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited)

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-9

Committed Capital Acquisition Corporation II

NOTES TO FINANCIAL STATEMENTS

(unaudited)

Income taxes

The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At ~~March~~June 3130, 2017 and December 31, 2016, the Company ~~had~~has a gross deferred tax asset of approximately $~~452~~435,000 ~~and~~ and $~~463~~420,000, respectively, related to net operating loss carryforwards and start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. Thus, no asset is recorded on the accompanying balance sheets.

There were no unrecognized tax benefits as of ~~March~~June 3130, 2017 and December 31, 2016. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at ~~March 31~~June 30, 2017 or December 31, 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material change from its position. The Company is subject to income tax examinations by federal, New York State and New York City, and the earliest tax year the Company is subject to exam is 2013. The Company charges state franchise taxes to operations and such amounts were approximately $6,000 and $60121,000 for the ~~three~~six months ended ~~March~~June 3130, 2017 and 2016, respectively. ~~$3,000~~These ofamounts ~~such~~have ~~expense~~not ~~was~~been paid and ~~with~~are accrued on the ~~reminder~~balance ~~accrued~~sheets.

General and administrative expenses

Included in general and administrative expenses are normal costs of operating as a special purpose acquisition company including professional fees associated with its corporate matters and public filings, insurance and franchise taxes and costs to explore business combination opportunities. In addition, once a business combination target is identified, general and administrative costs include consulting and professional costs for conducting due diligence and preparing agreements as well as costs associated with obtaining financing and shareholder approval for the proposed combination including printing and distribution costs.

Recently issued accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

F-9

Committed Capital Acquisition Corporation II

NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited)

3. INVESTMENT IN TRUST ACCOUNT

Since the closing of the Offering, the gross proceeds have been held in the Trust Account. During the ~~three~~six months ended ~~March~~June 3130, ~~2016~~2017, the Company withdrew approximately $5881,000 of interest income from the Trust Account to fund tax obligations and working capital needs, as permitted in the Trust Agreement. As described in Note 1, the Trust Account may be invested in U.S. government securities, defined as any Treasury Bill or equivalent securities issued by the United States government having a maturity of one hundred and eighty (180) days or less or money market funds meeting the conditions specified in Rule 2a-7 under the Investment Company Act of 1940, until the earlier of (i) the consummation of its ~~Business~~initial ~~Combination~~business transaction or (ii) the distribution of the Trust Account as described below.

Investment securities in the Trust Account at ~~March~~June 3130, 2017 and December 31, 2016 consist of an Institutional Money Market Account that ~~meets~~ meets the conditions specified in Rule 2a-7 under the Investment Company Act of 1940 with an investment bank. The Institutional ~~Money~~ Money Market Account is classified as a Level 1 investment within the fair value hierarchy. There are no holding gains or losses to to date and there has been approximately $2812,000 and $3239,000 ofand ~~interest~~$15,000 and ~~dividend~~$47,000 of interest income earned for the three and six months ended ~~March~~ 31June 30, 2017 and 2016, respectively.

Subsequent to March 31, 2017, in April 2017, the Company withdrew approximately $82,000 of interest income from the Trust to fund tax obligations and working capital needs, as permitted in the Trust Agreement. F-10

Committed Capital Acquisition Corporation II

NOTES TO FINANCIAL STATEMENTS

(unaudited)

4. RELATED PARTY TRANSACTIONS

The Company issued an aggregate of approximately $113,000 of unsecured promissory notes to Broadband Capital Management LLC (“BCM”), an affiliate of the Company, consisting of two, $15,000 unsecured promissory notes to BCM on February 10, 2012 and March 5, 2012 and an approximately $83,000 unsecured promissory note to BCM on April 23, 2012.

Following the closing of the Offering and prior to the consummation of ~~the~~a Business Combination, BCM ~~has~~had committed to loan the Company ~~from~~ from time to time ~~funds~~ of up to $2,000,000, under an Expense Advancement Agreement. ~~See~~which ~~also~~was terminated as of April 10, 2017 in connection with the Change in Control transactions that took place on April 10, 2017 described below and in Note 15. As of both ~~March~~June 3130, 2017 ~~and~~ and December 31, 2016, BCM and/or its principals has advanced approximately $719,000 (net of approximately 66,000 paid by the Company in April 2017) and $785,000, respectively, which is included in the condensed balance sheets.

All of the notes, loans and /or advances ~~are~~were non-interest bearing and payable in full at the closing of the Business Combination. and ~~are~~were on terms that waive any and all rights to the funds in the Trust Account. The notes and advances were consolidated and sold to a third party in connection with the Change in Control. Due to the possibility that the notes, loans and/or advances will be due in less than a year, they are classified as current liabilities on the balance sheets.

InSubsequent ~~addition~~to June 30, ~~Michael~~2017, ~~Rapoport~~on September 19, 2017, the Company~~’s co-founder~~, ~~Chief~~and ~~Executive~~Michael ~~Officer~~Rapoport and ~~Chairman~~Phillip Wagenheim (the “~~Rapp~~Note Sellers”) ~~and~~entered ~~Philip~~into ~~Wagenheim,~~a ~~the~~Note ~~Company’s~~Purchase ~~co-founder~~Agreement with Notespac, ~~President~~LLC, ~~Secretary~~whereby ~~and~~amounts ~~Director,~~previously ~~both~~advanced ~~served~~to asthe ~~management~~Company ~~and~~by the Note Sellers ~~were~~in ~~principals~~the aggregate amount of ~~BCM~~approximately $797,000 awere ~~registered~~reduced ~~broker-dealer.~~into ~~BCM~~a ~~was~~single ~~also~~promissory note (the ~~lead~~“Expense ~~underwriter~~Note”), which ofExpense ~~the~~Note ~~offering.~~was ~~BCM~~subsequently ~~was dissolved~~sold into ~~2016~~Notespac, LLC for $1,000.

InAlso, ~~April~~subsequent to June 30, 2017 on September 19, in2017, ~~connection~~and ~~with~~pursuant to securities purchase agreements dated September 19, 2017, stockholders holding a ~~series~~majority of ~~transactions~~the ~~related~~issued toand ~~founder~~outstanding shares of our Common Stock, including Michael Rapoport, Phillip Wagenheim and Committed Capital Holdings II LLC, (collectively, the ~~obligations~~“Sellers”), ~~above~~sold to CCAC II, LLC, KASPAC, LLC, KSSPAC, LLC, Notespac, LLC and KidsSPAC, LLC, (collectively, the ~~Expense~~“Purchasers”) ~~Advancement~~an aggregate ~~Agreement~~8,575,000 ~~described~~shares ~~above~~of ~~was~~our ~~terminated~~Common asStock ~~discussed~~for ~~further~~total aggregate consideration of $17,150 (the “Change in ~~Note~~Control”), leaving 74,400 –share ~~Subsequent~~of ~~Events~~our Common Stock held by our initial stockholders. ~~See~~Immediately ~~Note~~after the completion of this purchase, the Purchasers held in aggregate approximately 97.5% ~~for~~of ~~details~~our onissued ~~initial~~and outstanding Common Stock. Pursuant to certain letter ~~stockholders’~~agreements ~~equity~~entered ~~transactions~~into between the Company and the Purchasers, ~~some~~all of ~~which~~the purchased shares are ~~related~~subject ~~parties~~to forfeiture prior to the consummation of a business transaction in the sole discretion of the board of directors.

In connection with these purchases, subsequent to June 30, 2017, on September 19, 2017, Kenneth Abdalla, an affiliate of certain of the Purchasers, was appointed as President, Secretary and a director of the Company. In addition, in connection with these purchases, on September 19, 2017, Messrs. Rapoport and Wagenheim resigned as directors of the Company and Mr. Wagenheim resigned as an officer of the Company. In October 2017, the Company entered into a demand grid note with Ken Abdalla in the principal amount of $237,000 in connection with funds advanced on the Company’s behalf for the payment of certain expenses, which principal amount may be increased or decreased from time to time.

5. STOCKHOLDERS’ EQUITY

The Company is authorized by its Certificate of Incorporation to issue an aggregate of 260,000,000 shares of capital stock, of which 250,000,000 are shares of Common Stock and 10,000,000 are shares of preferred stock, par value $0.00001 per share.

All outstanding shares of Common Stock are of the same class and have equal rights and attributes except differences for initial stockholders as described below. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights. F-11

F-10

Committed Capital Acquisition Corporation II

NOTES TO ~~CONDENSED~~ FINANCIAL STATEMENTS ~~(unaudited)~~

The 28,375,000 shares of Common Stock issued to the initial stockholders includes an aggregate of 25,106,250 shares of Common Stock that are subject to forfeiture pursuant to the terms of a letter agreement, so that the initial stockholders and their permitted transferees will own no more than 20% of the Company’s issued and outstanding shares after the Business Combination. Under that agreement, 162,763 shares were forfeited upon completion of the Offering and overallotment option as described in Note 1, an additional 16,633,437 shares were forfeited in March 2016 and an additional 2,999,400 shares were forfeited in March 2017. As of March 31, 2017, 8,579,400 shares of the 28,375,000 shares issued to initial stockholders were outstanding. The initial stockholders have agreed that they will not sell or transfer their initial shares until the earlier of: (iunaudited) one year after the completion of the Business Combination or earlier if, subsequent to the Business Combination, the last sales price of the Common Stock equals or exceeds $7.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the Business Combination and all public warrants either have been exercised or expired or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that all or any part of the initial shares may be transferred in a permitted transfer, as described in the prospectus.

~~The~~All ~~initial~~outstanding ~~stockholders~~shares ~~and/or~~of ~~their~~Common ~~respective~~Stock ~~designees~~are ~~will~~of ~~purchase~~the ~~1,000,000~~same ~~shares~~class ofand ~~the~~have ~~Common~~equal ~~Stock~~rights ~~(or~~and ~~securities~~attributes ~~convertible into~~except ~~common~~differences ~~stock)~~for atinitial $5stockholders as described below.00 ~~per~~The ~~share~~holders inof aCommon ~~private~~Stock ~~placement~~are entitled to ~~occur~~one ~~concurrently~~vote ~~with~~per ~~the~~share ~~closing~~on all matters submitted to a vote of stockholders of the Company’s. ~~Business~~All ~~Combination~~stockholders ~~for~~are ~~gross~~entitled ~~proceeds~~to ofshare $5equally in dividends,~~000,000.~~ ~~However~~if any, ~~except~~as ~~for~~may ~~Messrs.~~be ~~Rapp~~declared ~~and~~from ~~Wagenheim~~time orto ~~their~~time ~~respective~~by the ~~designees,~~Board ~~none~~of Directors out of ~~the~~funds ~~initial~~legally ~~stockholders~~available. ~~will~~In bethe ~~obligated~~event toof ~~purchase~~liquidation, ~~shares~~the holders of Common Stock ~~(or~~are ~~securities~~entitled ~~convertible~~to ~~into~~share ~~common~~ratably ~~stock)~~ in ~~the~~all ~~private~~assets ~~placement.~~remaining ~~The~~after ~~Board~~payment ~~will~~of ~~have~~all ~~the~~liabilities. ~~ability~~The tostockholders ~~increase~~do ~~the~~not ~~size~~have ofcumulative ~~the~~or ~~private~~preemptive ~~placement at its discretion~~rights.

~~The~~In ~~initial~~connection ~~stockholders~~with ~~are~~the ~~entitled~~April to10, ~~registration~~2017 ~~rights~~amendments ~~pursuant~~described toin aNote ~~registration~~1 ~~rights~~that ~~agreement~~were ~~executed~~approved onby ~~April~~stockholders ~~10,~~at ~~2014. The~~a ~~initial~~special ~~stockholders~~meeting ~~are~~of Stockholders ~~entitled~~2,042,244 toshares ~~demand~~of ~~registration~~the ~~rights~~Company’s ~~and~~Common ~~certain~~Stock ~~‘‘piggy-back’’~~were ~~registration rights~~redeemed ~~with~~for ~~respect~~approximately to$10,211,000. ~~their~~As ~~shares~~ of ~~Common~~June ~~Stock~~30, ~~and~~2017, ~~the~~351,827 shares of the Company’s Common Stock ~~issuable~~issued in ~~connection with~~ the ~~private~~Offering remain ~~placement~~outstanding. No ~~registration~~Subsequent ~~statement relating~~ to ~~the~~June ~~initial~~30, ~~shares~~2017, orin ~~placement~~July ~~shares shall become effective prior to~~2017, inan ~~each~~additional ~~case~~132,100 ~~the expiration~~shares of the ~~respective~~Company’s ~~lock-up~~Common Stock ~~period.~~were ~~The~~redeemed ~~Company~~for ~~will~~approximately ~~bear~~$661,000 ~~the~~resulting ~~expenses incurred~~ in ~~connection~~219,727 ~~with~~shares of the ~~filing~~Company’s ofstock ~~any~~issued in the ~~such~~Offering ~~registration~~remaining ~~statements~~outstanding.

PRO FORMA STATEMENT OF STOCKHOLDERS’ EQUITY

Below is a pro forma statement of stockholders’ equity (deficit) reflecting the aggregate redemption of (132,100) shares of common stock in connection with the second (July 2017) redemption associated with the Extension Amendment.

	Common Stock					Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount		Capital			Deficit			Equity (Deficit)

BALANCE, JUNE 30, 2017		8,931,227		$	—	$	1,434,000		$	(1,207,000	)	$	227,000

Shares redeemed by stockholders in July 2017		(132,100	)		—		(660,500	)		—			(660,500	)

Shares remaining after Second Redemption		8,799,127			—	$	773,500		$	(1,207,000	)	$	(433,500	)

The 28,375,000 shares of Common Stock issued to the initial stockholders includes an aggregate of 25,106,250 shares of Common Stock that were subject to forfeiture pursuant to the terms of certain letter agreements, so that the initial stockholders and their permitted transferees will own no more than 20% of the Company’s issued and outstanding shares after the Business Combination, of which 19,795,600 shares have been forfeited to date.

Subsequent to June 30, 2017 in connection with the Change of Control, the Sellers sold an aggregate, 8,575,000 shares of our Common Stock to the Purchasers, leaving 4,400 shares of Common Stock remaining owned by our initial stockholders. Pursuant to certain letter agreements entered into between the Company and the Purchasers, all of the purchased shares are subject to forfeiture prior to the consummation of a Business Combination in the sole discretion of the board of directors.

See also Notes 1 and 4.

6. COMMITMENTS & CONTINGENCIES

There is no compensation, commission or discounts payable to the underwriters except for $25,000, which was paid to Chardan as qualified independent underwriter, and an additional $25,000 which would be payable to Chardan at the close of the Business Combination.

On May 10, 2016, the “Company received a non-binding term sheet (the “Term Sheet”) with Serruya Private Equity (“SPE”), pursuant to which SPE committed to invest an amount up to $50,000,000 in connection with the closing by the Company of a Business Combination, which amount ~~will~~would be in the sole discretion of SPE. The Term Sheet ~~requires~~required that the Company appoint a designee of SPE to its ~~Board~~board of directors, and that the Company further agree not to consummate a ~~transaction~~ Business Combination without the unanimous consent of the Board.

~~Pursuant~~Subsequent to ~~the~~June ~~Term~~30, ~~Sheet~~2017, on ~~May~~September 1619, ~~2016~~2017, ~~the Company entered into a letter agreement~~ in ~~which~~connection itwith ~~agreed not to consummate a transaction without~~ the ~~unanimous~~Change ~~consent~~of Control of the ~~Board.~~Company Itdiscussed isin ~~expected~~Note 4, the ~~Term~~Company and ~~Sheet will~~SPE be terminated asthe ~~further~~Term ~~described in Note 7~~Sheet.

F-11

Committed Capital Acquisition Corporation II

NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited)

7. SUBSEQUENT EVENTS

2017 Extension Amendment and Trust Amendment

On April 10, 2017, the Company held a special meeting of stockholders pursuant to which the Company’s stockholders approved: (i) the Extension Amendment to (a) 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 and to (b) allow holders of the Company’s public shares to redeem their public shares, in connection with (y) the Extension Amendment, and (z) the Second Redemption, for a pro rata portion of the funds available in the Trust Account and authorize the Company and the trustee to disburse such redemption payments and (ii) the Trust Amendment, to permit distributions from the Trust Account to pay public stockholders properly demanding redemption in connection with (a) the Extension Amendment and (b) 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.

PRO FORMA STATEMENT OF STOCKHOLDERS’ EQUITY

Below is a pro forma statement of stockholders’ equity reflecting the redemption of (2,042,244) shares of common stock in connection with the Extension Amendment.

	Common Stock					Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount		Capital			Deficit			Equity
BALANCE, MARCH 31, 2017		10,973,471		$	—	$	11,645,000		$	(1,131,000	)	$	10,514,000
Shares redeemed by stockholders in April 2017		(2,042,244	)		—		(10,211,000	)		—			(10,211,000	)
Shares redeemable until July 10, 2017		(351,827	)		—		(1,434,000	)		—			(1,434,000	)
Founder shares remaining assuming full redemption		8,579,400			—		—			(1,131,000	)		(1,131,000	)

Expense Agreement

On April 10, 2017, Messrs. Rapp and Wagenheim and Committed Capital Holdings LLC, (the “Sellers”), as holders of certain of the Company’s 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 the 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 Boardwith 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 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, 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.

Termination of Advancement Agreement

On April 10, 2017, the Company and Messrs. Rapp and Wagenheim entered into an agreement to terminate the Advancement Agreement, effective immediately.

F-12

~~Committed Capital~~Item ~~Acquisition~~2. ~~Corporation~~Management’s IIDiscussion and Analysis of Financial Condition and Results of Operations.

~~NOTES TO~~Forward ~~CONDENSED~~Looking ~~FINANCIAL~~Statement ~~STATEMENTS (unaudited)~~Notice

~~Share~~Certain statements made in this Quarterly ~~Redemptions~~Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Committed Capital Acquisition Corporation II (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties and other factors discussed below and in our other filings with the Securities and Exchange Commission (the “SEC”), including our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. The Company's plans and objectives are based, in part, on assumptions involving the Company’s business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

In connection with the amendments described above that were approved by stockholders at the special meeting, 2,042,244 shares of the Company’s Common Stock were redeemed for $10,211,220 in connection with the approval. As of June 23, 2017, 351,827 shares of the Company’s Common Stock issued in its IPO remain outstanding. These shares are redeemable until July 10, 2017.Overview

FThe following discussion should be read in conjunction with our financial statements, together with the notes to those statements, included elsewhere in this Quarterly Report. Our actual results may differ materially from those discussed in these forward-13looking statements because of the risks and uncertainties inherent in future events.

~~Item~~Committed Capital Acquisition Corporation 2II was incorporated in the state of Delaware on May 18, 2011. ~~Management’s~~We ~~Discussion~~are ~~and~~a ~~Analysis~~blank check company whose purpose is to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable stock transaction or other similar business transaction, one or more operating businesses or assets that we have not yet identified (a “Business Combination”). We intend to use the remaining cash from the proceeds of ~~Financial~~our ~~Condition~~initial ~~and~~public ~~Results~~offering in April 2014, our capital stock, incurred debt, or a combination of ~~Operations~~the foregoing, in effecting our initial Business Combination. We are not limited to a particular industry, geographic region or minimum transaction value for purposes of consummating the initial Business Combination.

~~Forward~~On April 16, 2014, we consummated our initial ~~Looking~~public ~~Statement~~offering ~~Notice~~(the “Offering”) pursuant to a registration statement that was declared effective on April 10, 2014 and sold an aggregate of 7,000,000 units at a price of $5.00 per unit, for gross proceeds of $35,000,000 consisting of 7,000,000 shares of Common Stock and warrants to purchase an additional 3,500,000 shares of Common Stock. On April 17, 2014 the representative of the underwriters advised us that it planned to exercise its over-allotment option with respect to 1,000,000 Units (the “Option Units”) for gross proceeds of $5,000,000. On April 21, 2014, the closing of the Option Units occurred and we issued 1,000,000 additional units for gross proceeds of $5,000,000 consisting of 1,000,000 shares of Common Stock and warrants to purchase an additional 500,000 shares of Common Stock. As a result, an aggregate of $40,000,000 was deposited into a trust account (the “Trust Account”) established in connection with the Company’s Offering with Continental Stock Transfer & Trust Company (the “Trustee”) for the benefit of our public stockholders. The Common Stock sold in the Offering as part of the units are referred to herein as the “public shares” and the warrants sold in the Offering as part of the units are referred to herein as the “public warrants.” At the closing of the Option Units, the underwriters also notified us they did not intend to exercise their over-allotment option with respect to the remaining 50,000 units. As a result of the unexercised 50,000 units, the initial stockholders of the Company (the “Initial Stockholders”) forfeited 162,763 initial shares of Common Stock. The lead underwriter for the Offering was a related party.

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Committed Capital Acquisition Corporation II (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties and other factors discussed below and in our other filings with the SEC, including our quarterly reports on Form 10-Q and our periodic reports on Form 8-K. The Company’s plans and objectives are based, in part, on assumptions involving the Company’s business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.13

~~Overview~~Under the original terms of the warrant agreement, we agreed to use our best efforts to file a post-effective amendment or new registration statement under the Securities Act of 1933, as amended, following the completion of our initial Business Combination. Each public warrant entitles the holder to purchase one half of one share of Common Stock at a price of $2.50 per half-share ($5.00 per whole share). Each public warrant was to be exercisable upon the effectiveness of such post-effective amendment or new registration statement and would expire on the date that is the earlier of (i) five years after the effective date of the registration statement registering the shares of Common Stock issuable upon the exercise of the warrants or (ii) the forty-fifth (45th) day following the date that our Common Stock closed at or above $8.00 per share for 20 out of 30 trading days commencing on the effective date of such registration statement. However, if we did not complete our initial business transaction on or prior to the period allotted to complete the initial Business Combination as described in more detail below, the warrants would expire at the end of such period. In addition, if we were unable to deliver registered shares of Common Stock to the holder upon exercise of public warrants during the exercise period, there would be no cash settlement of the public warrants and the public warrants would expire worthless. The terms of the public warrants were amended in connection with the 2016 Warrant Conversion Proposal as described below.

~~The following~~In ~~discussion~~connection ~~should~~with bethe ~~read~~Offering, inour ~~conjunction~~Initial Stockholders ~~with~~and ~~our~~their ~~financial~~designees ~~statements~~originally committed to purchase 1,000,000 ~~together~~shares ~~with~~of ~~the~~Common ~~notes~~Stock to(or ~~those~~securities ~~statements,~~convertible ~~included~~into ~~elsewhere~~Common inStock) ~~this~~at ~~Quarterly~~a ~~Report~~price of $5.00 ~~Our~~per ~~actual~~share ~~results~~in ~~may~~a ~~differ~~private ~~materially~~placement ~~from~~transaction ~~those~~with ~~discussed~~gross inproceeds ~~these~~of ~~forward-looking~~$5,000,000, which was ~~statements~~contemplated ~~because~~would ofoccur concurrently with the ~~risks~~closing ~~and~~of ~~uncertainties~~our ~~inherent~~initial inBusiness ~~future~~Combination ~~events~~(the “Private Placement”).

~~Committed~~We initially had only 24 months from April ~~Capital~~10, ~~Acquisition~~2014 ~~Corporation~~to IIconsummate ~~was~~our ~~incorporated~~Business inCombination. If we did not consummate a Business Combination within such 24-month period, we would (i) cease all operations except for the ~~state~~purpose of ~~Delaware~~winding onup, ~~May~~(ii) 18as promptly as reasonably practicable, ~~2011.~~but Wenot ~~are~~more than afive ~~blank~~business ~~check~~days ~~company~~thereafter, ~~whose purpose~~redeem isour ~~the~~public ~~Business~~shares ~~Combination.~~for Wecash ~~intend~~equal to ~~use~~their ~~cash~~pro ~~from~~rata share of the ~~proceeds~~aggregate ofamount ~~our~~then on ~~IPO~~deposit in ~~April 2014~~the trust account, ~~our~~less taxes and amounts released to us for working capital ~~stock~~purposes, ~~incurred~~subject ~~debt~~to orapplicable alaw, and ~~combination~~(iii) ofas ~~cash~~promptly as reasonably practicable following such redemption, ~~capital~~subject ~~stock~~to the approval of our remaining stockholders and ~~debt~~our board of directors, indissolve ~~effecting~~and liquidate as part of our ~~Business~~plan ~~Combination~~of dissolution and liquidation. We ~~are~~subsequently ~~not~~extended the ~~limited~~original 24-month period in which we had to aconsummate ~~particular~~our ~~industry~~initial Business Combination. See “2016 Extension Amendment, Trust ~~geographic~~Amendment ~~region~~and orWarrant ~~minimum~~Conversion ~~transaction~~Proposal” ~~value~~and ~~for~~“2017 ~~purposes~~Extension ofAmendment ~~consummating~~and ~~the~~Trust ~~Business~~Amendment”, ~~Combination~~below.

~~On April~~We ~~16,~~have ~~2014,~~virtually weunrestricted ~~consummated~~flexibility in ~~our~~identifying ~~IPO pursuant to a Registration Statement~~ and ~~sold~~selecting ~~an aggregate of 7,000,000 units at~~ a ~~price~~prospective oftransaction $5candidate.00 ~~per~~We ~~unit,~~anticipate ~~for~~structuring ~~gross~~a ~~proceeds~~business oftransaction ~~$35,000,000 consisting of 7,000,000 shares of Common Stock and warrants~~ to ~~purchase~~acquire an100% ~~additional 3,500,000 shares~~ of ~~Common~~the ~~Stock.~~equity Oninterests ~~April~~or ~~17,~~assets ~~2014 the representative~~ of the ~~underwriters~~target ~~advised~~business usor ~~that it planned to exercise its over-allotment option with respect to the Option Units for gross proceeds of $5,000,000~~businesses. On ~~April~~We 21may, ~~2014~~however, ~~the~~structure ~~closing~~a ofbusiness ~~the Option Units occurred and we issued 1,000,000 additional units for gross proceeds of $5,000,000~~transaction ~~consisting of 1,000,000 shares of Common Stock and warrants~~ to ~~purchase~~acquire anless ~~additional~~than ~~500,000~~100% ~~shares~~ of ~~Common~~such ~~Stock.~~interests Asor aassets ~~result, an aggregate~~ of ~~$40,000,000 was deposited into~~ the ~~Trust~~target ~~Account~~business ~~for~~but ~~the~~will ~~benefit~~not ofacquire ~~our~~less ~~public~~than ~~stockholders.~~a ~~The~~controlling ~~Common Stock~~interest. ~~sold~~We inwill ~~the~~acquire ~~Offering~~a ascontrolling ~~part~~interest ofthrough the ~~units~~acquisition ~~are referred to herein as the “public shares” and the warrants sold in the Offering as part~~ of ~~the~~at ~~units~~least are referred to herein as the “public warrants.” At the closing of the Option Units, the underwriters also notified us they did not intend to exercise their over-allotment option with respect to the remaining 50~~,000 units~~.1% ~~As a result~~ of the ~~unexercised~~voting ~~50,000~~equity ~~units,~~interests ~~the~~in ~~initial shareholders forfeited 162,763 initial shares. The lead underwriter for~~ the ~~Offering was a related party~~target.

12016 Extension Amendment, Trust Amendment and Warrant Conversion Proposal

~~Under the~~The ~~terms~~Company held a special meeting of ~~the~~stockholders on ~~Warrant~~April ~~Agreement~~8, we2016 ~~agreed~~ to ~~use~~consider ~~our~~and ~~best~~vote ~~efforts~~upon two proposals to ~~file~~amend athe ~~post-effective~~Company’s ~~amendment~~amended orand ~~new~~restated ~~registration~~certificate ~~statement~~(the “2016 ~~under~~Extension ~~the~~Amendment”) ~~Securities~~to: ~~Act,~~(a) ~~following~~extend the ~~completion~~date ofbefore ~~our~~which ~~Business~~the ~~Combination.~~Company ~~Each~~must ~~public~~complete ~~warrant~~a ~~entitles~~Business ~~the~~Combination ~~holder~~from April 10, 2016 to ~~purchase~~April ~~one~~10, ~~half~~2017, ofand ~~one~~provide ~~share~~that ofthe ~~Common~~date ~~Stock~~for atcessation aof ~~price~~operations of ~~$2.50~~the ~~per half-share~~Company ~~($5.00~~if ~~per~~the ~~whole~~Company ~~share).~~has ~~Each~~not ~~public~~completed a ~~warrant~~Business ~~will~~Combination ~~become~~would ~~exercisable~~similarly ~~upon~~be ~~effectiveness~~extended; ofand ~~such~~(b) ~~post-effective~~allow ~~amendment or~~holders ~~new~~of ~~registration~~the ~~statement~~Company’s ~~and~~public ~~will~~shares ~~expire~~to onredeem ~~the~~their public ~~date~~shares, ~~that~~in isconnection with the ~~earlier~~2016 ofExtension ~~(i)~~Amendment, ~~five~~for ~~years~~a ~~after~~pro ~~the~~rata ~~effective~~portion ~~date~~ of the ~~registration~~ ~~statement~~funds ~~registering~~available in the ~~shares~~Trust ofAccount and ~~Common~~authorize ~~Stock~~the ~~issuable~~Company ~~upon~~and the ~~exercise~~Trustee ofto ~~the~~disburse ~~warrants~~such orredemption payments; and (iic) ~~the~~a ~~45th~~proposal ~~day~~to ~~following~~amend ~~the~~and ~~date~~restate ~~that~~the ~~our~~Company’s investment ~~Common~~management ~~Stock~~trust ~~closes~~agreement, atdated orApril ~~above~~10, ~~$8.00~~2014 ~~per~~(the ~~share~~“2016 ~~for~~Trust 20Amendment”), ~~out~~by ofand 30between ~~trading~~the ~~days commencing~~Company onand the ~~effective~~Trustee, ~~date.~~to ~~However,~~permit ifdistributions wefrom dothe ~~not~~Trust ~~complete~~Account ~~our~~to ~~Business~~pay ~~Combination~~public onstockholders orproperly ~~prior~~demanding toredemption in connection with the ~~24-month~~2016 ~~period~~Extension ~~allotted to~~Amendment ~~complete~~and the ~~Business~~2016 ~~Combination~~Trust asAmendment; ~~described~~and inextend ~~more~~the ~~detail~~date ~~below,~~on ~~the~~which ~~warrants~~to ~~will~~commence ~~expire~~liquidating atthe Trust Account in the ~~end~~event ofthe ~~such~~Company ~~period. If~~has wenot ~~are~~consummated ~~unable~~a toBusiness ~~deliver~~Combination ~~registered~~from ~~shares~~the ofApril ~~Common~~10, ~~Stock~~2016 to ~~the~~April ~~holder~~10, ~~upon~~2017. ~~exercise~~Both ofamendments were ~~public~~approved ~~warrants~~by ~~during~~stockholders at the ~~exercise period~~special meeting and 5,605,929 ~~there~~shares ~~will~~of bethe noCompany’s ~~cash~~common ~~settlement~~stock ofwere ~~the~~redeemed ~~public~~for $28,029,645 ~~warrants~~in ~~and~~connection with the ~~public~~approval ~~warrants~~of ~~will~~such ~~expire worthless~~amendments.

In connection with the Offering, our initial stockholders (“initial stockholders”) and their designees committed to purchase 1,000,000 shares of Common Stock (or securities convertible into common stock) (the “placement shares”) at a price of $5.00 per share in a private placement transaction for gross proceeds of $5,000,000, which will occur concurrently with the closing of our Business Combination (the “private placement”).14

~~We initially~~The ~~had~~Company ~~only~~also 24held ~~months~~a ~~from~~special meeting of its warrantholders on April 108, ~~2014~~2016 towhere ~~consummate~~ our ~~Business~~warrantholders ~~Combination.~~considered Ifand wevoted ~~did~~on ~~not~~a ~~consummate~~proposal a(the ~~Business~~“Warrant ~~Combination~~Conversion ~~within~~Proposal”) ~~such~~to ~~24-month~~approve ~~period,~~an weamendment ~~would~~to ~~(i)~~the ~~cease~~warrant ~~all~~agreement, ~~operations~~dated ~~except~~as ~~for~~of April 10, 2014, between the ~~purpose~~Company ofand ~~winding~~the upTrustee, to ~~(ii)~~provide asfor ~~promptly~~the asconversion ~~reasonably practicable,~~of ~~but~~all ~~not~~of ~~more~~the ~~than~~8,000,000 ~~five~~outstanding ~~business~~warrants ~~days~~into ~~thereafter,~~an ~~redeem~~aggregate ~~our~~of ~~public~~80,000 shares ~~for~~of ~~cash~~common ~~equal~~stock (so tothat ~~their~~each ~~pro~~warrant ~~rata~~is ~~share of~~converted ~~the~~into ~~aggregate~~one-hundredth ~~amount~~(1/100th) ~~then~~of onone ~~deposit~~share) inupon the ~~Trust~~consummation ~~Account,~~of ~~less~~a ~~taxes~~Business Combination, and ~~amounts~~terminate ~~released~~the towarrant usagreement ~~for~~in ~~working~~connection ~~capital~~with ~~purposes~~such conversion, ~~subject~~ towhich ~~applicable~~the ~~law~~Company ~~and~~believes ~~(iii)~~will asincrease ~~promptly~~its asstrategic opportunities ~~reasonably~~and ~~practicable~~attractiveness ~~following~~to ~~such~~potential ~~redemption,~~target ~~subject~~businesses toand ~~the~~future ~~approval of~~investors ~~our~~by ~~remaining~~eliminating ~~stockholders~~the ~~and~~dilutive ~~our~~impact ~~Board,~~from ~~dissolve~~the warrants. ~~and~~The ~~liquidate~~warrant asamendment ~~part~~was ofapproved by our ~~plan~~warrantholders ofat ~~dissolution~~the ~~and~~special ~~liquidation~~meeting.

~~We have~~2017 ~~virtually~~Extension ~~unrestricted~~Amendment ~~flexibility in identifying~~ and ~~selecting~~Trust a prospective transaction candidate. We anticipate structuring a business transaction to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure a business transaction to acquire less than 100% of such interests or assets of the target business but will not acquire less than a controlling interest. We will acquire a controlling interest through the acquisition of at least 50.1% of the voting equity interests in the target.Amendment

~~2016~~On April 10, 2017, the Company held a special meeting of stockholders pursuant to which the Company’s stockholders approved: (i) proposals to amend the Company’s amended and restated certificate of incorporation (the “2017 Extension Amendment”) to (a) extend the date before which the Company must complete a Business Combination to April 10, 2019 (the “Extended Termination Date”), and provide that the date for cessation of operations of the Company if the Company has not completed a Business Combination would similarly be extended, and to (b) allow holders of the Company’s public shares to redeem their public shares, in connection with (y) the Extension Amendment, and (z) a second redemption opportunity on the earlier of July 10, 2017 and the consummation of a Business Combination (the “Second Redemption”), for a pro rata portion of the funds available in the Trust Account and authorize the Company and the Trustee to disburse such redemption payments; and (ii) a proposal to amend and restate the amended and restated investment management trust agreement, dated April 8, 2016, by and between the Company and the Trustee (the “2017 Trust Amendment”), to permit distributions from the Trust Account to pay public stockholders properly demanding redemption in connection with (a) the 2017 Extension Amendment, and ~~Warrant~~(b) ~~Conversion~~the ~~Proposal~~Second Redemption; and extend the date on which to commence liquidating the Trust Account in the event the Company has not consummated a Business Combination from April 10, 2017 to the Extended Termination Date.

~~The Company~~Of ~~held a special meeting of stockholders on April 8, 2016 to consider and vote upon two proposals to amend~~ the ~~Company’s amended and restated certificate to: (a) extend the date before which the Company must complete a Business Combination from April 10~~2, ~~2016 to April 10~~394,071 ~~2017,~~shares ~~and provide~~ that were ~~the~~eligible ~~date~~ for ~~cessation~~redemption, ~~of operations of the Company if the Company has not completed a Business Combination would similarly be extended~~2,042,244 ~~(b)~~such ~~allow holders of the Company’s public~~ shares towere ~~redeem~~redeemed ~~their public shares,~~ in connection with the Extension Amendment, ~~for~~and ~~a pro rata portion of~~ the Second ~~funds~~Redemption ~~available~~for ina ~~the~~total ~~Trust~~of ~~Account~~$10,211,220, ~~established in connection~~ with ~~the~~an ~~Company’s~~additional ~~IPO~~132,100 ~~and~~of ~~authorize the Company and the trustee to disburse~~ such ~~redemption~~shares ~~payments~~redeemed ~~and (c) a proposal to amend and restate the Company’s 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~~second ~~liquidating~~redemption ~~the~~(July ~~Trust Account in the event the Company has not consummated the initial business transaction from the April 10, 2016 to April 10,~~ 2017.) ~~Both~~for ~~amendments~~a ~~were~~total ~~approved by stockholders at the special meeting and 5,605,929 shares~~ of ~~the Company’s Common Stock were redeemed for~~ $28660,~~029,645 in connection with the approval of such amendments~~500.

215

~~The Company~~Other also held a special meeting of its warrantholders on April 8, 2016 where our warrantholders considered and voted on a proposal to approve an amendment to the Warrant Agreement, dated as of April 10, 2014, between the Company and Continental Stock Transfer & Trust Company, 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 Combination, and terminate the Warrant Agreement in connection with such conversion, which the Company believes will increase its strategic opportunities and attractiveness to potential target businesses and future investors by eliminating the dilutive impact from the warrants. The Warrant Amendment was approved by our warrantholders at the special meeting.Changes

~~2017~~We also changed certain material terms relating to the consummation of a Business Combination. The Company’s original prospectus, previous filings with the SEC and insider letter agreements entered into with the Initial Stockholders all contemplated that the 28,375,000 shares of Common Stock issued to the Initial Stockholders included an aggregate of 25,106,250 shares of Common Stock that were subject to forfeiture pursuant to the terms of the insider letter agreements (of which 19,745,600 shares have been forfeited to date), so that the Initial Stockholders and their permitted transferees would own no more than 20% of the Company’s issued and outstanding shares after the Business Combination based on certain assumptions as disclosed in the prospectus. In connection with the 2017 Extension Amendment, it was agreed that the Company would no longer adhere to this agreement that the Initial Stockholders would own no more than 20% of the Company’s issued and ~~Trust~~outstanding ~~Amendment~~shares after the Business Combination and the board of directors of the Company would have the ability to choose, in its sole discretion, to forfeit and cancel as many initial shares as it determines is appropriate in connection with the initial business transaction, which could include the forfeiture of none of the initial shares. Following a Business Combination, the Initial Stockholders could continue to own all or substantially all of their shares and the public stockholders could own a significantly smaller portion of the total outstanding shares of Common Stock than as contemplated by the prospectus, previous filings with the SEC and the insider letter agreements. The Company’s prospectus, previous filings with the SEC and insider letter agreements also contemplated the Private Placement which was to occur concurrently with the closing of the Company’s Business Combination for gross proceeds of $5,000,000. However, neither the Company nor the Initial Stockholders that had previously agreed to such placement may adhere to such agreement and accordingly, the size of the private placement, if any, will be determined by the board of directors in connection with the Business Combination, which could result in a smaller or no private placement consummated in connection with the Business Combination.

On ~~April~~ May 10, ~~2017~~2016, ~~the~~we ~~Company~~signed ~~held~~ a ~~special~~term ~~meeting~~sheet with ofSerruya ~~stockholders~~Private ~~pursuant~~Equity ~~to which the Company’s stockholders approved:~~ (i“SPE”) ~~the Extension Amendment to (a) extend the date before~~ which, ~~the~~among ~~Company~~other ~~must~~things, ~~complete~~provided ~~a business transaction to the Extended Termination Date and provide that the date~~ for ~~cessation~~an ofinvestment ~~operations~~ of ~~the~~up ~~Company if the Company has not completed a business transaction would similarly be extended and~~ to ~~(b)~~$50,000,000 ~~allow holders of the Company’s public shares to redeem their public~~by ~~shares,~~SPE in connection with ~~(y)~~our ~~the~~Business ~~Extension~~Combination. ~~Amendment,~~The ~~and~~amount ~~(z)~~to ~~the~~be ~~Second~~invested ~~Redemption~~was ~~for~~at athe ~~pro~~discretion ~~rata~~of ~~portion~~SPE. ofIn ~~the~~addition, ~~funds~~we ~~available~~agreed into ~~the~~appoint ~~Trust~~Aaron ~~Account~~Serruya ~~and authorize the Company and the trustee~~ to ~~disburse~~our ~~such~~board ~~redemption~~of ~~payments~~directors and ~~(ii)~~agreed ~~the~~that ~~Trust~~we ~~Amendment~~would tonot ~~permit~~close ~~distributions~~a ~~from~~Business ~~the~~Combination ~~Trust~~without ~~Account~~the unanimous toconsent ~~pay~~of ~~public~~our ~~stockholders~~board. ~~properly~~In ~~demanding redemption in~~ connection with ~~(a)~~ the ~~Extension~~Change ~~Amendment,~~of ~~and~~Control (b)as ~~the~~defined ~~Second Redemption~~below), ~~and~~ ~~extend the date~~ on ~~which~~May to18, ~~commence~~2017, ~~liquidating~~Aaron ~~the~~Serruya ~~Trust~~notified ~~Account in~~ the ~~event the~~ Company ~~has~~of ~~not~~his ~~consummated~~intention ato ~~business transaction~~resign from ~~April~~the 10Board, ~~2017~~effectively toimmediately, and the ~~Extended~~term ~~Termination~~sheet ~~Date~~with ~~(the~~SPE ~~“Proposals”)~~was subsequently terminated.

~~Of the~~Change ~~2,394,071 shares that were eligible for redemption, 2,042,244 such shares were redeemed~~ in ~~connection~~Control ~~with the Extension Amendment and the Second Redemption for a total of $10,211,220.~~

~~Other~~On September 19, 2017, pursuant to securities ~~Changes~~purchase agreements entered into on such date, Initial Stockholders holding a majority of the issued and outstanding shares of our common stock, including Michael Rapoport, Phillip Wagenheim and Committed Capital Holdings II LLC, (collectively, the “Sellers”), sold to CCAC II, LLC, KASPAC, LLC, KSSPAC, LLC, NoteSPAC, LLC and KidsSPAC, LLC, (collectively, the “Purchasers”) an aggregate 8,575,000 shares of our Common Stock for total aggregate consideration of $17,150. The shares sold by the Sellers constituted all of the shares of Common Stock of the Company owned by them. Immediately after the completion of this purchase, the Purchasers held in aggregate approximately 97.5% of our issued and outstanding common stock. Pursuant to certain letter agreements entered into between the Company and the Purchasers, all of the purchased shares are subject to forfeiture prior to the consummation of a Business Combination in the sole discretion of the board of directors.

~~We also~~In ~~changed~~connection ~~certain~~with ~~material~~these ~~terms~~purchases, ~~relating~~on September to19, ~~the consummation of a Business Combination. The Company’s IPO prospectus~~2017, ~~previous~~ ~~filings~~Kenneth ~~with the SEC and insider letter agreements entered into with the initial stockholders all contemplated that the 28~~Abdalla,~~375,000~~ ~~shares of Common Stock issued to the initial stockholders included~~ an ~~aggregate~~affiliate of ~~25,106,250~~certain ~~shares~~ of ~~Common Stock that are subject to forfeiture pursuant to~~ the ~~terms of the insider letter agreements (of which 19~~Purchasers,~~745,600~~ ~~shares~~was ~~have~~appointed ~~been~~as ~~forfeited to date)~~President, soSecretary ~~that the initial stockholders~~ and ~~their~~a ~~permitted transferees would own no more than 20% of the Company’s issued~~director and outstanding shares after the business transaction based on certain assumptions as disclosed in the IPO prospectus. The Company will no longer be adhering to this agreement that the initial stockholders would own no more than 20% of the Company~~’s issued and outstanding shares after the business transaction~~. ~~Accordingly~~In addition, ~~the Board of the Company may choose~~ in ~~its discretion to forfeit and cancel as many initial shares as it determines is appropriate in~~ connection with ~~the~~these ~~Business Combination~~purchases, ~~which~~ ~~could~~on ~~include~~September ~~the~~19, ~~forfeiture~~2017, ~~of none of the initial shares~~Messrs. ~~Following~~Rapoport ~~a Business Combination, the initial stockholders could continue to own all or substantially all of its shares~~ and ~~the~~Wagenheim ~~public stockholders could own a significantly smaller portion of~~resigned ~~the~~as ~~total~~directors ~~outstanding shares~~ of ~~Common Stock than as contemplated by~~ the ~~IPO prospectus, previous filings with the SEC and the insider letter agreements. The~~ Company’s ~~IPO prospectus, previous filings with the SEC~~ and ~~insider letter agreements also contemplated a private placement of at least 1,000,000 shares of Common Stock (or securities convertible into common stock) at $5~~Mr.00 ~~per~~Wagenheim ~~share~~resigned inas aan ~~private~~officer ~~placement to occur concurrently with the closing~~ of the Company’s. ~~Business Combination for gross proceeds of $5,000,000~~Mr. ~~However,~~Rapoport’s ~~neither~~resignation ~~the~~as ~~Company~~an ~~nor the initial stockholders that had previously agreed to such placement~~officer ~~may adhere to such agreement and accordingly, the size~~ of the ~~private~~Company ~~placement~~ will be ~~determined~~effective byupon the ~~Board~~filing ~~in connection~~of ~~with~~this ~~the~~Quarterly ~~Business Combination, which could result in a smaller or no private placement consummated in connection with the Business Combination~~Report.

3On September 19, 2017, the Company and Michael Rapoport and Phillip Wagenheim (the “Note Sellers”) entered into a Note Purchase Agreement with Notespac, LLC, whereby amounts previously advanced to the Company by the Note Sellers in the aggregate amount of $796,686 were reduced into a single promissory note (the “Expense Note”), which Expense Note was subsequently sold to Notespac, LLC for $1,000. In October 2017, the Company entered into a demand grid note with Ken Abdalla in the principal amount of $237,000 in connection with funds advanced on the Company’s behalf for the payment of certain expenses, which principal amount may be increased or decreased from time to time.

On May 10, 2016, we signed a term sheet with SPE which, among other things, provided for an investment of up to $50,000,000 by SPE in connection with our Business Combination. The amount invested will be at the discretion of SPE. In addition, we agreed to appoint Aaron Serruya to our Board and agreed that we would not close a Business Combination without the unanimous consent of our Board. On May 18, 2017, Aaron Serruya notified the Company of his intention to resign from the Board, effectively immediately.16

Results of Operations

We have not generated any revenues to date. Through ~~March~~June 3130, 2017, our efforts were limited to organizational activities, our search for a Business Combination, ~~preparations~~and preparations for the special meetings of stockholders and warrantholders ~~and~~that ~~activities~~occurred ~~related~~in ~~to the~~April ~~Offering~~2016 and April 2017. It is unlikely we will have any revenues unless we are able to effect a Business Combination with an operating company, of which there can be no assurance. Our current plan of operation consists solely of our search to identify suitable candidates for our Business Combination.

Since the closing of the Offering, the gross proceeds have been held in athe Trust Account. The funds in the Trust Account may be invested in U.S. “"government securities,” " defined as any Treasury Bill or equivalent securities issued by the United States government having a maturity of one hundred and eighty (180) days or less or money market funds meeting the conditions specified in Rule 2a-7 under the Investment ~~Company~~ Company Act of 1940, until the earlier of (i) the consummation of aan Business Combination or (ii) the distribution of the Trust Account.

Shortly after the closing of the Offering, the proceeds held in the Trust Account were invested in an Institutional Money Market Account that meets the conditions specified in Rule 2a-7 under the Investment Company Act of 1940. ~~The~~After ~~value of~~ the ~~Trust~~redemptions ~~Account~~following ~~was approximately~~the ~~$12,000,000~~2016 asExtension ofAmendment ~~March~~and ~~31,~~the 2017. Extension ~~As of May 31~~Amendment, ~~2017~~ the ~~balance~~value inof the Trust Account was approximately $1,~~800~~772,000 as of June 30, 2017.

For the three and six months ended ~~March 31~~June 30, 2017, we had ~~income~~net losses of $2675,000 and 50,000, consisting of ~~an accrual reversal of payables no longer considered necessary,~~ accrued franchise taxes, professional fees, expenses related to our search for a target business~~, general~~ and ~~administrative~~general ~~expenses~~ and ~~income~~administrative ~~earned on the trust account~~expenses. This compares with a net loss of $~~114~~133,000 and 247,000 for the three and six months ended ~~March~~June 3130, 2016.

We will not generate any operating revenues until after the consummation of our Business Combination, at the earliest. We will continue to generate minimal non-operating income in the form of interest income on cash held in our ~~Trust~~trust ~~Account~~account. We expect to incur increased expenses through April 2019 as a result of activities relating to our Business Combination, including due diligence expenses. As we expect to continue to generate net losses, we do not anticipate incurring substantial income or other tax expense (other than franchise taxes) until the consummation of our Business Combination, at the earliest.

4Liquidity and Capital Resources

~~Liquidity~~As of June 30, 2017, we had assets equal to $1,772,000, comprised of funds in our Trust Account. This compares with assets of $12,074,000 as of December 31, 2016, comprised of cash, prepaid expenses and funds in our Trust Account. Our current liabilities as of June 30, 2017 totaled approximately $1,545,000, comprised of accounts payable and accrued expenses, accrued franchise taxes, promissory notes issued to Broadband Capital ~~Resources~~Management (“BCM”) and advances from BCM and/or its affiliates. This compares to our current liabilities as of December 31, 2016 of $1,586,000, comprised of accounts payable and accrued expenses, accrued franchise taxes, promissory notes issued to BCM and its affiliates and advances from BCM and/or its affiliates.

As of ~~March~~June 3130, 2017, we ~~had~~owed ~~assets~~affiliates of ~~equal~~BCM toan aggregate of $12832,~~057,~~000, comprised of ~~prepaid~~promissory ~~cash~~notes ~~and funds~~ in ~~our~~the ~~Trust~~amount ~~Account. This~~of ~~compares~~$113,000 ~~with~~and ~~assets~~advances of $12719,~~074,~~000. asThe ofnotes ~~December~~were payable ~~31,~~upon ~~2016,~~the ~~comprised~~consummation of ~~cash~~our Business Combination, ~~prepaid~~bear ~~expenses~~no interest and contain a waiver of any and all rights to the funds in ~~our~~the Trust Account. ~~Our~~resulting ~~current~~from ~~liabilities~~the asconsummation of ~~March~~the ~~31,~~Offering. ~~2017~~The ~~totaled~~advances ~~approximately~~bear ~~$1,544,000,~~no ~~comprised~~interest ofand ~~accounts~~are payable ~~and~~upon ~~accrued~~the ~~expenses,~~consummation ~~accrued~~of ~~franchise~~our ~~taxes,~~Business ~~promissory~~Combination. ~~notes~~Following ~~issued~~the toclosing ~~BCM~~of the Offering and ~~advances~~prior ~~from~~to the consummation of the Business Combination, BCM and/or its affiliates. ~~This compares~~had agreed to ~~our~~loan ~~current~~the ~~liabilities~~Company asfunds offrom ~~December~~time ~~31,~~to ~~2016~~time of up to $12,~~295~~000,000, ~~comprised~~including ofthe amounts ~~accounts~~above, ~~payable~~under an Expense Advancement Agreement discussed further below and ~~accrued~~in Notes 1 and 3 to the financial statements. ~~expenses,~~On ~~accrued~~April ~~franchise~~10, ~~taxes~~2017, ~~promissory~~the ~~notes~~Company ~~issued~~and Messrs. Rapp and Wagenheim entered into an agreement to ~~BCM~~terminate the Expense Advancement Agreement, effective immediately, and ~~advances~~in ~~from~~connection ~~BCM~~with the Change in Control the amounts loaned and~~/or~~ ~~its~~advanced ~~affiliates.~~by BCM ~~wound~~were ~~down~~purchased by Notespac, ~~operations~~LLC. See “Change in ~~2016~~Control” above.

As of March 31, 2017, we owed affiliates of BCM an aggregate of $898,000, comprised of promissory notes in the amount of $113,000 and advances of $785,000. The notes are payable upon the consummation of our Business Combination, bear no interest and contain a waiver of any and all rights to the funds in the Trust Account resulting from the consummation of the Offering. The advances bear no interest and are payable upon the consummation of our Business Combination. Following the closing of the Offering and prior to the consummation of the Business Combination, BCM and/or its affiliates has agreed to loan the Company funds from time to time of up to $2,000,000, including the amounts above, under an Expense Advancement Agreement discussed further below and in Notes 1 and 3 to the financial statements. On April 10, 2017, the Company and Messrs. Rapp and Wagenheim entered into an agreement to terminate the Advancement Agreement, effective immediately. 17

Cash flows ~~provided by (~~used in) operating activities for the ~~three~~six months ended ~~March~~June 3130, 2017 and 2016 were approximately $4463,000 and $~~(45~~111,000), respectively.

We intend to use substantially all of the remaining funds held in the Trust Account (net of taxes and amounts released to us for working capital purposes) toin ~~consummate~~connection with the consummation our Business Combination.

We believe that interest earned on the funds in the Trust Account released to us for working capital purposes, if any, and proceeds of the loans provided to us from Mr. ~~our~~Abdalla and/or his affiliates, and cooperation from our professional service providers will be sufficient to allow us to operate until the Extended Termination Date. All the expenses relating to the Offering were funded by proceeds from loans with ~~affiliates~~BCM, ofsubsequently sold ~~BCM~~to Notespac. Prior to the consummation of our Business Combination, in order to fund all expenses relating to investigating and selecting a target business, negotiating an acquisition agreement and consummating such acquisition and our other working capital requirements, ~~will~~Mr. beAbdalla ~~payable~~and/or ~~through~~his ~~loans~~affiliates ~~and~~have ~~advances~~agreed to loan us funds from ~~our~~time ~~affiliates~~to time, as needed. All these advances will be due and payable upon the completion of our Business Combination and will be on terms that waive any and all rights to the funds in the Trust Account. We can provide no assurance that we can continue to satisfy our cash requirements ~~until~~for ~~April~~at ~~2019~~least the next twelve months.

~~The terms~~While ofwe ~~such~~do ~~loans~~not believe we will ~~not~~need ~~have~~to raise ~~any~~additional ~~recourse~~funds ~~against~~other ~~the~~than ~~Trust~~loans ~~Account~~from ~~nor~~Mr. ~~pay~~Abdalla ~~any~~and/or ~~interest~~his ~~prior~~affiliates tountil the consummation of our Business Combination to meet the expenditures required for operating our business, ~~transaction~~we ~~and~~expect bewe nowill ~~more~~need ~~favorable~~to ~~than~~raise ~~could~~additional befunds ~~obtained~~through bya private offering of debt or equity securities if such funds are required to consummate a ~~third~~Business ~~party~~Combination that is presented to us. Subject to compliance with applicable securities laws, we would only consummate such a financing simultaneously with the consummation of our Business Combination.

We do ~~not~~have ~~believe~~evaluated ~~we will need to raise additional funds other than~~ the ~~loans~~appropriate ~~provided~~accounting treatment orfor ~~to be provided to us until~~ the ~~consummation of~~warrants ~~our~~attached ~~Business Combination~~ to ~~meet~~ the ~~expenditures~~public ~~required for operating our business~~units. ~~However,~~As ~~in addition to the SPE investment commitment,~~ we ~~may need to raise additional funds through a private offering of debt or equity securities if such funds~~ are not required to ~~consummate a Business Combination that is presented~~ to ~~us.~~net-cash ~~Subject~~settle tosuch ~~compliance~~warrants ~~with~~under ~~applicable~~any ~~securities laws~~circumstances, ~~we would~~ ~~only~~and ~~consummate~~assuming ~~such~~we ~~financing~~complete ~~simultaneously~~a ~~with the consummation of our~~ Business Combination~~. Our initial stockholders and their designees have committed to purchase 1~~,~~000,000~~ ~~shares of our Common Stock at $5.00 per share in a private placement to occur concurrently with~~ the ~~closing~~warrants ofwould ~~our~~be ~~Business~~converted ~~Combination~~into ~~for~~common ~~gross proceeds of $5,000,000~~stock. ~~However~~Accordingly, ~~neither~~we ~~the~~intend ~~Company nor the~~to ~~initial~~classify ~~stockholders that had previously agreed to~~ such ~~placement~~instruments ~~may~~within ~~adhere~~permanent toequity ~~such~~as ~~agreement~~additional ~~and accordingly, the size of the private placement will be determined by the Board~~ paid-in ~~connection with the Business Combination, which could result in a smaller or no private placement consummated in connection with the Business Combination~~capital.

5Off-Balance Sheet Arrangements

~~Upon completion~~We ofdo ~~the~~not ~~Purchase,~~have ~~the~~any ~~Company~~off-balance ~~shall~~sheet ~~take~~arrangements as ~~all~~defined ~~appropriate~~in ~~action~~Item ~~to cause the following agreements to be terminated:~~ 303(ia) ~~the SPE Term Sheet and~~ (~~iii~~4)(ii) ~~the~~of ~~trust~~Regulation ~~indemnification agreement entered into by and between the Company, BCM and Mr~~S-K. ~~Rapp on April 11, 2014.~~

~~We have~~Recent ~~evaluated~~Accounting the appropriate accounting treatment for the warrants attached to the public units. As we are not required to net-cash settle such warrants under any circumstances, and assuming we complete a Business Combination, the warrants would be converted into Common Stock. Accordingly, we intend to classify such instruments within permanent equity as additional paid-in capital.Pronouncements

~~Off-Balance~~Management does not believe that any recently ~~Sheet~~issued, ~~Arrangements~~but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

~~We do~~Contractual ~~not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.~~Obligations

~~Recent~~As a “smaller reporting company” ~~Accounting~~as ~~Pronouncements~~defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

~~Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.~~18

~~Contractual Obligations~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 3 4. ~~Quantitative~~Controls and ~~Qualitative Disclosures About Market Risk~~Procedures.

~~As a~~Evaluation ~~“smaller reporting company” as defined by Item 10~~ of ~~Regulation~~Disclosure ~~S-K,~~Controls ~~the~~and ~~Company is not required to provide this information.~~Procedures

~~Item~~We maintain disclosure controls and procedures 4.that ~~Controls~~are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and ~~Procedures~~reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Evaluation~~Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of ~~Disclosure~~June ~~Controls~~30, 2017 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and ~~Procedures~~reported, within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the financial statements and other information presented herewith are materially correct.

WeGoing forward from this filing, the Company intends to re-establish and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ~~ensure~~be effective in providing reasonable assurance that information required to be disclosed in our reports ~~filed~~ ~~pursuant~~under to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~ rules, ~~regulations~~and forms of the Securities and ~~related~~Exchange ~~forms~~Commission, and that such information is accumulated and communicated to our ~~principal~~management ~~executive officer and principal financial officer, as appropriate,~~ to allow timely decisions regarding required disclosure.

6Changes in Internal Controls

~~As of~~There ~~March~~have ~~31,~~been ~~2017,~~no wechanges ~~carried~~in ~~out an evaluation, under the supervision and with the participation of~~ our ~~principal executive officer~~internal ~~and~~controls ~~our~~over ~~principal~~ financial ~~officer~~reporting ofduring the ~~effectiveness~~quarter ofended ~~the~~June ~~design and operation of our disclosure controls and procedures. Based on this evaluation~~30, ~~our~~2017 ~~principal~~that ~~executive~~have ~~officer~~materially ~~and~~affected ~~our~~or ~~principal~~are ~~financial~~reasonably ~~officer~~likely to ~~concluded~~materially ~~that~~affect our ~~disclosure~~internal controls ~~and procedures were effective as of the end of the period covered by this report~~.

~~Changes in Internal Controls~~19

~~There have~~PART ~~been~~II ~~no changes in our internal controls over financial reporting during the quarter ended March 31, 2017 that have materially~~— ~~affected~~OTHER ~~or are reasonably likely to materially affect our internal controls.~~INFORMATION

7Item 1. Legal Proceedings.

~~PART~~There are presently no material pending IIlegal —proceedings ~~OTHER~~to ~~INFORMATION~~which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

Item 1 1A. ~~Legal Proceedings~~Risk Factors.

~~There~~As ~~are~~a ~~presently~~“smaller noreporting ~~material~~company” ~~pending~~as ~~legal~~defined ~~proceedings~~by toItem ~~which~~10 ~~the Company, any~~ of ~~its~~Regulation ~~subsidiaries~~S-K, ~~any~~the ~~executive~~Company ~~officer, any owner of record or beneficially of more than five percent of any class of voting securities~~ is anot ~~party~~required ~~or as~~ to ~~which~~provide ~~any of its~~this ~~property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it~~information.

Item 1A 2. ~~Risk~~Unregistered ~~Factors~~Sales of Equity Securities and Use of Proceeds.

~~As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information~~None.

Item 2 3. ~~Unregistered~~Defaults Upon ~~Sales~~Senior ~~of Equity~~ Securities ~~and Use of Proceeds~~.

None.

Item 3 4. ~~Defaults~~Mine ~~Upon Senior Securities~~Safety Disclosures.

None.

Item 4 5. ~~Mine Safety Disclosures~~Other Information.

None.

~~Item 5. Other Information.~~20

~~None~~Item 6. Exhibits.

~~Item 6.~~(a) Exhibits required by Item 601 of Regulation S-K.

~~(a) Exhibits~~Exhibit ~~required by Item 601 of Regulation S-K.~~ Description

Exhibit		Description
10.1		Expense Agreement, dated April 10, 2017, by and between Michael Rapoport, Philip Wagenheim, Committed Capital Holdings LLC, Notespac, LLC, KASPAC, LLC and KSSPAC, LLC.
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.
32.1		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101. INS		XBRL Instance Document

10.1

Demand Promissory Note, dated October 3, 2017, by and between the Company and Ken Abdalla.

101. SCH		XBRL Taxonomy Extension Scheme Document
101. CAL		XBRL Taxonomy Extension Calculation Link base Document
101. DEF		XBRL Taxonomy Extension Definition Link base Document
101. LAB		XBRL Taxonomy Label Link base Document
101. PRE		XBRL Extension Presentation Link base Document

31.1

Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

831.2 Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

~~SIGNATURES~~32.1 Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~Pursuant to~~32.2 ~~the~~Certification ~~requirements~~ of the ~~Securities~~Company’s ~~Exchange~~Principal ~~Act~~Financial ofOfficer ~~1934,~~pursuant ~~the~~to ~~registrant~~18 ~~has~~U.S.C. ~~duly~~Section ~~caused~~1350, ~~this~~as ~~report~~adopted pursuant to beSection ~~signed~~906 onof ~~its behalf by~~ the ~~undersigned~~Sarbanes-Oxley ~~thereunto~~Act ~~duly~~of ~~authorized~~2002.

Dated: June 26, 2017	COMMITTED CAPITAL ACQUISITION CORPORATION II
101. INS		XBRL Instance Document
		By:	/s/ Michael Rapoport
101. SCH		XBRL Taxonomy Extension Scheme Document
			Michael Rapoport
101. CAL		XBRL Taxonomy Extension Calculation Link base Document
			Chief Executive Officer and Chairman
101. DEF		XBRL Taxonomy Extension Definition Link base Document
			Principal Executive Officer
101. LAB		XBRL Taxonomy Label Link base Document
			Principal Financial Officer
101. PRE		XBRL Extension Presentation Link base Document

921

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: December 11, 2017	COMMITTED CAPITAL ACQUISITION CORPORATION II

	By:	/s/ Michael Rapp
		Michael Rapp
		Chief Executive Officer and Chairman
		Principal Executive Officer
		Principal Financial Officer

Filing Compare · COMMITTED CAPITAL ACQUISITION Corp II