UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Committed Capital Acquisition Corporation
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
20261V 103
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(CUSIP Number)
Michael Rapp
c/o Broadband Capital Management LLC
712 Fifth Avenue, 22nd Floor
New York, New York 10019
(212) 277-5301
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 27, 2011
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 20261V 103
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Michael Rapp
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) (See item 3) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
U.S.A.
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Number of 7. Sole Voting Power 1,914,948*
Shares --------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by --------------------------------------------------------------
Each 9. Sole Dispositive Power 1,914,948*
Reporting --------------------------------------------------------------
Person With 10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,914,948*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
15.3%
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14. Type of Reporting Person (See Instructions)
IN
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* The Issuer effected a 4.21875-for-1 forward stock split on May 20, 2011.
All share amounts in this Schedule 13D have been adjusted to reflect such
forward stock split.
Explanatory Note
Except as specifically amended and supplemented by this Amendment No. 1,
all other provisions of the Schedule 13D filed by the Reporting Person on July
13, 2007 (the "Original Schedule 13D") remain in full force and effect. The
original Schedule 13D together with this Amendment is referred to herein as the
"Schedule 13D." Capitalized terms used herein and not otherwise defined shall
have the same meanings ascribed to them in the Original Schedule 13D.
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $.0001 per share
(the "Common Stock"), of Committed Capital Acquisition Corporation, whose
principal executive offices are located at 712 Fifth Avenue, 22nd Floor, New
York, New York 10019 (the "Issuer").
Item 4. Purpose of Transaction.
The information provided or incorporated by reference in Item 5 is hereby
incorporated by reference in this Item 4.
Item 5. Interest in Securities of the Issuer.
This Amendment No. 1 amends and restates Item 5 of the Schedule 13D as set
forth below:
(a) The Reporting Person beneficially owns an aggregate of 1,914,948
shares of Common Stock, representing approximately 15.3% of the outstanding
shares of Common Stock (based upon 12,500,000 shares of Common Stock currently
outstanding).
(b) The Reporting Person has the sole right to vote or dispose, or direct
the voting or disposition of, all of the 1,914,948 shares of Common Stock
beneficially owned by the Reporting Person.
(c) On May 20, 2011, the Issuer effected a 4.21875-for-1 forward stock
split, upon the completion of which the Reporting Person beneficially owned
4,218,750 shares of Common Stock, representing 62.5% of the outstanding shares
of Common Stock. On May 27, 2011, the Reporting Person entered into a Stock
Purchase Agreement with P&P 2, LLC and Michael Serruya (the "Purchasers"),
pursuant to which the Reporting Person sold an aggregate of 2,067,189 shares to
the Purchasers. Also, on May 27, 2011, the Reporting Person entered into a
Contribution Agreement with Committed Capital Holdings LLC (the "Assignee")
pursuant to which the Reporting Person contributed an aggregate of 236,614
shares of Common Stock to the Assignee. The Reporting Person owns a 6.0%
interest in the Assignee. However, such shares owned by the Assignee are not
considered to be beneficially owned by the Reporting Person because the
Reporting Person does not have voting or investment control over the shares of
Common Stock owned by the Assignee.
On October 28, 2011, the Issuer completed its initial public offering (the
"Offering") of 5,750,000 units (the "Units") at $5.00 per Unit for gross
proceeds of $28,750,000, which included the full exercise of the underwriters'
over-allotment option. The Reporting Person is the President of the Issuer and
is the Chairman of its board of directors.
Each Unit consists of one share of Common Stock and one warrant
("Warrant") to purchase one share of Common Stock at an exercise price of $5.00
per share. Under the terms of the warrant agreement pursuant to which the
Warrants were issued, the Issuer has agreed to use its best efforts to file a
post-effective amendment or new registration statement under the Securities Act
of 1933, as amended, to cover the shares of Common Stock underlying the Warrants
after the completion of the Issuer's initial business transaction. Each Warrant
will become exercisable upon effectiveness of such post-effective amendment or
new registration statement and will expire 45 days from that effectiveness date.
However, if the Issuer does not complete its initial business transaction on or
prior to the 21-month or 24-month period allotted to complete its initial
business transaction (as described below), the Warrants will expire at the end
of such period.
The Issuer will have only 21 months from the date of effectiveness of the
registration statement for the Offering (or 24 months from the date of
effectiveness of such registration statement if a letter of intent or a
definitive agreement has been executed within 21 months from the date of
effectiveness and the Issuer's business transaction relating thereto has not yet
been completed within such 21-month period) to consummate the initial business
transaction.
The Issuer's initial stockholders (including the Reporting Person),
together with certain persons that may be designated by such initial
stockholders (the "private placement investors"), have committed to purchase
2,000,000 shares of Common Stock (the "placement shares") at $5.00 per share in
a private placement to occur concurrently with the closing of the Issuer's
initial business transaction for gross proceeds of $10,000,000. The Issuer's
board of directors will have the ability to increase the size of the private
placement at its discretion.
The Issuer's initial stockholders, private placement investors and their
permitted transferees will be entitled to registration rights. Such holders will
be entitled to demand registration rights and certain "piggy-back" registration
rights with respect to the shares of Common Stock that they owned prior to the
Offering ("initial shares") and the placement shares, commencing, in the case of
the initial shares, one year after the consummation of the Issuer's initial
business transaction and, in the case of the placement shares, 30 days after the
consummation of the Issuer's initial business transaction.
Broadband Capital Management LLC ("BCM") and the Reporting Person have
agreed that each will be liable to the Issuer, jointly and severally, if and to
the extent that any claims by a vendor for services rendered or products sold to
the Issuer, or a prospective target business with which the Issuer has discussed
entering into a transaction agreement, reduce the amounts in the trust account
to below $5.00 per share, except as to any claims by a third party who executed
a waiver of any and all rights to seek access to the trust account and except as
to any claims under the indemnification provided to the underwriters for the
Offering against certain liabilities, including liabilities under the Securities
Act. In the event that an executed waiver is deemed to be unenforceable against
a third party, BCM and the Reporting Person will not be responsible to the
extent of any liability for such third party claims.
All of the gross proceeds of the Offering equal to $28,750,000 were placed
in a trust account at JP Morgan Chase, N.A., with Continental Stock Transfer &
Trust Company acting as trustee. Except for a portion of the interest income
that may be released to the Issuer 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
transaction, (ii) the Issuer's redemption of the public shares sold in the
Offering if the Issuer is unable to consummate its initial business transaction
within the 21-month or 24-month period set forth above, or (iii) the Issuer's
liquidation (if no redemption occurs).
As a result of the transactions described above, as of the date of this
Amendment No. 1, the Reporting Person beneficially owns 1,914,948 shares of
Common Stock, representing approximately 15.3% of the outstanding shares of
Common Stock (based upon 12,500,000 shares of Common Stock currently
outstanding).
(d) Other than the Reporting Person, no other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock owned by the Reporting
Person.
(e) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information provided or incorporated by reference in Item 5 is hereby
incorporated by reference in this Item 6.
Item 7. Material to Be Filed as Exhibits.
EXHIBIT
NUMBER EXHIBIT
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1 Registration Rights Agreement, dated October 24, 2011, by and
between the Issuer and stockholders listed on the signature page
thereto (filed as Exhibit 10.2 to the Issuer's Form 8-K filed with
the Commission on October 25, 2011).
2 Form of Letter Agreement by and between the Issuer and each of
Michael Rapp, Philip Wagenheim and Jason Eiswerth (filed as Exhibit
10.3 in the Issuer's Registration Statement on Form S-1 (No.
333-174599)).
3 Form of Indemnity Agreement (filed as Exhibit 10.7 in the Issuer's
Registration Statement on Form S-1 (No. 333-174599)).
4 Trust Indemnification Agreement, dated October 24, 2011, by and
among the Issuer, Broadband Capital Management LLC and Michael Rapp
(filed as Exhibit 10.8 to the Issuer's Form 8-K filed with the
Commission on October 25, 2011).
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 1, 2011
/s/ Michael Rapp
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Michael Rapp