Entry into a Material Definitive

As a result of the special meeting of stockholders and the special meeting of warrantholders described in Item 5.07 below (the

Stockholder Meeting

and the

Warrantholder Meeting

, respectively), on April 8, 2016, Committed Capital Acquisition Corporation II (the

Company

) entered into agreements with Continental Stock Transfer & Trust Company (

Continental

) (i) to amend and restate the investment management trust agreement entered into between the Company and Continental on April 10, 2014 (the

Amended and Restated

Trust Agreement

), and (ii) to amend the warrant agreement entered into between the Company and Continental on that same date (the

Warrant Agreement Amendment

).

Pursuant to the Amended and Restated Trust Agreement, s uch amendment permits distributions from the trust account to pay public stockholders properly demanding redemption in connection with the vote on the Extension Amendment (as defined below) and the Trust Amendment (as defined below) at the Stockholder Meeting, and extended the date on which to commence liquidating the trust account in the event the Company has not consummated a business transaction from April 10, 2016 (the

Current Termination Date

) to April 10, 2017 (the

Extended Termination Date

).

Pursuant to the Warrant Agreement Amendment, such amendment provides for the conversion of all of the Companys 8,000,000 outstanding warrants into an aggregate of 80,000 shares of common stock (so that each warrant is converted into one-hundredth (1/100th) of one share) upon the consummation of a business transaction, and for the termination of the Warrant Agreement in connection with such conversion.

A copy of the Amended and Restated Trust Agreement and the Warrant Agreement Amendment are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders

Submission of Matters to Vote of Stockholders

At the Stockholder Meeting, which occurred on April 8, 2016, the Companys stockholders approved the following:

an amendment to the Companys amended and restated certificate of incorporation (the

Extension Amendment

) to extend the date before which the Company must complete a business transaction (the

Termination Date

) from the Current Termination Date to the Extended Termination Date, and provide that the date for cessation of operations of the Company if the Company has not completed a business transaction would similarly be extended;

an amendment to the Companys amended and restated certificate of incorporation to allow holders of the Companys public shares, in connection with the extension of the Termination Date, to redeem their public shares for a pro rata portion of the funds available in the trust account (the

trust account

) established in connection with the Companys initial public offering (the

Trust Amendment

), and authorize the Company and the trustee to disburse such redemption payments; and

the Amended and Restated Trust Agreement, to permit distributions from the trust account to pay public stockholders properly demanding redemptionin connection with the Extension Amendment and the Trust Amendment; and extend the date on which to commence liquidating the trust account in the event the Company has not consummated a business transaction from the Current Termination Date to the Extended Termination Date.

The approval of these proposals required the affirmative vote of 65% of the issued and outstanding shares of the Companys common stock as March 4, 2016.

The voting results for the Extension Amendment were as follows:

FOR

AGAINST

ABSTAIN

18,500,236

36,100

215,740

The voting results for the Trust Amendment were as follows:

FOR

AGAINST

ABSTAIN

18,589,986

36,100

125,990

The voting results for the amendment and restatement of the Trust Agreement were as follows:

FOR

AGAINST

ABSTAIN

18,589,986

36,100

125,990

Submission of Matters to Vote of Warrantholders

At the Warrantholder Meeting, which occurred on April 8, 2016, the Companys warrantholders approved the following:

the Warrant Agreement Amendment to provide for the conversion of all of the 8,000,000 outstanding warrants into an aggregate of 80,000 shares of common stock (so that each warrant is converted into one-hundredth (1/100th) of one share) upon the consummation of a business transaction, and to terminate the Warrant Agreement in connection with such conversion; and

a proposal to adjourn the Warrantholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of warrantholders, there are not sufficient votes to approve the warrant conversion proposal.

The approval of these proposals required the affirmative vote of 65% of the Companys issued and outstanding warrants as March 4, 2016.

The voting results for the amendment to the Warrant Agreement were as follows:

FOR

AGAINST

ABSTAIN

7,146,530

35,100

89,750

The voting results for the adjournment proposal were as follows:

FOR

AGAINST

ABSTAIN

7,046,530

35,100

189,750

Item9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

Number

Exhibit

10.1

Amended and Restated Investment Management Trust Agreement, dated April 8, 2016, by and between Committed Capital Acquisition Corporation II and Continental Stock Transfer & Trust Company

10.2

Amendment to the Warrant Agreement, dated April 8, 2016, by and between Committed Capital Acquisition Corporation II and Continental Stock Transfer & Trust Company

SIGNATURES

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

Committed Capital Acquisition Corporation II

April 14, 2016

By:

/s/Michael Rapp

Name:Michael Rapp

Title:Chief Executive Officer and Chairman

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