UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 11, 2016

COMMITTED CAPITAL ACQUISITION CORPORATION II

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  212-759-2020

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Item 8.01 Other Events

Concurrently with the filing of this report, Committed Capital Acquisition Corporation II (the “Company”) is mailing to its stockholders and warrantholders proxy solicitation materials relating to a special meeting of its stockholders and a special meeting of its warrantholders to be held on April 8, 2016.

At the Company’s special meeting of stockholders, the following proposals will be considered and voted upon by the Company’s stockholders (the “Stockholder Proposals”): (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 from April 10, 2016 (the “Current Termination Date”) to April 10, 2017 (the “Extended Termination Date”), and to 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 those 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 initial public offering (“IPO”), and to authorize the Company and the trustee to disburse such redemption payments; and (ii) a proposal to amend and restate the investment management trust agreement, dated April 10, 2014, 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 the Extension Amendment and the Trust Amendment, and to 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.

At the Company’s special meeting of warrantholders, the following proposals will be considered and voted upon by the Company’s warrantholders (the “Warrantholder Proposals”): (i) a proposal to approve an amendment to the warrant agreement, dated April 10, 2014, by and between the Company and Continental Stock Transfer & Trust Company (the “Warrant 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 of one share upon the consummation of a business transaction, and to 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; and (ii) a proposal to adjourn the special meeting of warrantholders 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 Amendment.

Stockholders and warrantholders of the Company are urged to read the proxy solicitation materials before making any decisions with respect to the Stockholder and Warrantholder Proposals. The Company is not currently subject to the proxy rules under Section 14 of the Securities Exchange Act of 1934, as amended.

This Report, including the exhibits contained herein, contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements relate to outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition. When used in the proxy materials, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “potential” and “should,” as they relate to us, are intended to identify these forward-looking statements. All statements by us regarding our possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives and similar matters, are forward-looking statements. These forward-looking statements are based on information available to the Company as of the date of this Report and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.

These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:  

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. Except as may be required under applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date hereof, whether as a result of new information, future events or otherwise.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

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.