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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 13, 2015
CAPITOL ACQUISITION CORP. III
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-37588 | 47-4510443 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
509 7th Street, N.W. Washington, D.C. |
20004 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 202-654-7060
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On October 13, 2015, the Registration Statement on Form S-1 (SEC File No. 333-206693) (the “Registration Statement”) relating to the initial public offering of 35,000,000 units (“Units”) of Capitol Acquisition Corp. III (the “Company”) was declared effective by the Securities and Exchange Commission (“SEC”).
On October 13, 2015, the Company entered into various agreements filed as exhibits to the Registration Statement. The Company also filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The material terms of such agreements and the amended and restated certificate of incorporation are fully described in the Company’s final prospectus, dated October 13, 2015 as filed with the SEC on October 15, 2015. This Current Report on Form 8-K is being filed solely to file such executed agreements and amended and restated certificate of incorporation.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 1.1 | Underwriting Agreement. | |
| 3.1 | Amended and Restated Certificate of Incorporation. | |
| 4.1 | Warrant Agreement between Continental Stock Transfer & Trust Company and the Company. | |
| 10.1 | Letter Agreement signed by each of Capitol Acquisition Management 3 LLC and Mark D. Ein. | |
| 10.2 | Letter Agreement signed by each of Capitol Acquisition Founder 3 LLC and L. Dyson Dryden. | |
| 10.3 | Form of Letter Agreement signed by each of Lawrence Calcano, Piyush Soda and Richard C. Donaldson. | |
| 10.4 | Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company. | |
| 10.5 | Stock Escrow Agreement between the Company, Continental Stock Transfer & Trust Company and each of Capitol Acquisition Management 3 LLC, Capitol Acquisition Founder 3 LLC, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha. | |
| 10.6 | Registration Rights Agreement among the Company and each of Capitol Acquisition Management 3 LLC, Capitol Acquisition Founder 3 LLC, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha. | |
| 10.7 | Administrative Services Agreement between the Company, Venturehouse Group, LLC and Dryden Capital Management, LLC. |
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SIGNATURE
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 hereunto duly authorized.
| Dated: October 15, 2015 | ||
| CAPITOL ACQUISITION CORP. III | ||
| By: | /s/ L. Dyson Dryden | |
| Name: L. Dyson Dryden | ||
| Title: Chief Financial Officer | ||
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