SEC Filing Summary: Committed Capital Acquisition Corporation
Business Context and Reporting Period
This Form 8-K, dated October 25, 2011, reports events occurring on October 24, 2011, for Committed Capital Acquisition Corporation (the "Company"). The Company is a special purpose acquisition company (SPAC) formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The filing details the pricing of its initial public offering (IPO) and the adoption of amended corporate governance documents.
Key Financial Metrics and Capital Structure
- Offering Size: 5,000,000 Units priced at $5.00 per Unit.
- Gross Proceeds: $25,000,000 from the public offering.
- Private Placement: Initial stockholders and private placement investors committed to purchase 2,000,000 shares at $5.00 per share, generating $10,000,000 in gross proceeds.
- Trust Account: All $25,000,000 of gross proceeds from the public offering are to be deposited in a trust account at JP Morgan Chase Bank, N.A.
- Debt and Liquidity: Broadband Capital Management LLC (BCM) has agreed to fund all offering expenses via non-interest bearing loans. BCM may also loan up to $800,000 for working capital and transaction expenses prior to the initial business combination. These loans are due upon completion of the initial business transaction.
- Over-Allotment: Underwriters hold an option to purchase up to 750,000 additional Units.
Material Changes and Corporate Actions
On October 24, 2011, the Company filed an Amended and Restated Certificate of Incorporation and adopted Amended and Restated Bylaws with the Delaware Secretary of State. The Company priced its IPO, marking the transition from a private entity to a public reporting company pending the closing of the offering on October 28, 2011.
Outlook, Risks, and Contingencies
- Timeline: The Company has 21 months from the effectiveness of the registration statement to consummate an initial business transaction. This period may be extended to 24 months if a letter of intent or definitive agreement is executed within the first 21 months.
- Warrant Terms: Each Unit includes one warrant to purchase one share of common stock at $5.00. Warrants become exercisable upon the filing of a post-effective amendment covering the underlying shares and expire 45 days after such effectiveness. If no business transaction is completed within the allotted time, warrants expire at the end of that period.
- Trust Indemnification: BCM and President Michael Rapp have agreed to be jointly and severally liable to the Company if vendor claims reduce the trust account balance below $5.00 per share, subject to specific waivers and indemnification exceptions.
- Liquidity Risk: Funds in the trust account are generally not accessible until the consummation of a business transaction, a redemption of public shares, or liquidation.
Investor Verification Checklist
- Verify the closing date of the IPO (anticipated October 28, 2011) and the actual amount deposited into the trust account.
- Confirm the execution of the private placement for $10,000,000 concurrent with the IPO closing.
- Monitor the 21-month deadline for completing an initial business transaction and any potential extensions to 24 months.
- Review the terms of the expense advancement agreement with BCM regarding the $800,000 working capital loan limit.
- Check for the filing of the post-effective amendment required to make the warrants exercisable.