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): May 9, 2016
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 May 9, 2016, Mark D. Ein, the Chairman of the Board and Chief Executive Officer of Capitol Acquisition Corp. III (the “Company”), and L. Dyson Dryden, the President and Chief Financial Officer of the Company, committed to lend the Company $558,750 and $186,250, respectively, or up to an aggregate of $745,000, if such funds are needed by the Company to consummate an initial merger, share exchange, asset acquisition or other similar business combination with one or more businesses or entities (a “Business Combination”).
On August 8, 2016, Messrs. Ein and Dryden, along with Piyush Sodha, Richard C. Donaldson and Lawrence Calcano (collectively, the “Lenders”), each a director of the Company, agreed to lend the Company an additional $206,250, $68,750, $26,667, $26,667 and $26,667, respectively, or up to an additional aggregate of $355,001, if such funds are needed by the Company to consummate an initial Business Combination.
Any amount loaned by the Lenders to the Company will be evidenced by unsecured promissory notes issued to the Lenders. Each note would be non-interest bearing and would be payable at the consummation by the Company of a Business Combination. As indicated in the Company’s final prospectus, dated October 13, 2015, upon consummation of a Business Combination, the Lenders would have the option to convert up to $1,500,000 of the principal balance of such notes into warrants at a price of $1.00 per warrant. The terms of any such warrants would be identical to the warrants issued by the Company in its initial public offering (“Public Offering”) except that such warrants would be non-redeemable by the Company and would be exercisable for cash or on a “cashless” basis, in each case, so long as such warrants were held by the initial holder or his permitted transferees. If a Business Combination is not consummated, all outstanding amounts under any notes issued to the Lenders would be forgiven except to the extent that the Company had funds available to it outside of its trust account established in connection with the Public Offering.
| Item 9.01. | Financial Statement and Exhibits. |
| (d) | Exhibits: |
| Exhibit | Description | |
| 10.1 | Letter agreement dated May 9, 2016 | |
| 10.2 | Form of letter agreement dated August 8, 2016 |
| 2 |
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: August 9, 2016
| CAPITOL ACQUISITION CORP. III | ||
| By: | /s/ Mark D. Ein | |
| Name: Mark D. Ein | ||
| Title: Chief Executive Officer | ||
3
Exhibit 10.1
May 9, 2016
Capitol Acquisition Corp. III
509 7th Street, N.W.
Washington, D.C. 20004
This letter is to confirm the undersigned’s commitment to Capitol Acquisition Corp. III (the “Company”) that, through the consummation of the Company’s initial business combination (as described in the Company’s final prospectus, dated October 13, 2015), if funds are needed by the Company and upon request by the Company, Mark. D. Ein and L. Dyson Dryden will provide loans of up to $558,750 and 186,250, respectively, to the Company for an aggregate amount of up to $745,000. Each of the undersigned understands that if the Company does not consummate a business combination, all amounts loaned to the Company hereunder will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Company’s initial public offering.
| /s/ Mark D. Ein | |
| Mark D. Ein | |
| /s/ L. Dyson Dryden | |
| L. Dyson Dryden |
Exhibit 10.2
August 8, 2016
Capitol Acquisition Corp. III
509 7th Street, N.W.
Washington, D.C. 20004
This letter is to confirm the undersigned's commitment that, if funds are needed by Capitol Acquisition Corp. III (the "Company") and upon request by the Company, the undersigned will provide loans of up to an aggregate of $_____ to the Company. The undersigned understands that if the Company does not consummate a business combination (as described in the Company's final prospectus, dated October 13, 2015), all amounts loaned to the Company hereunder will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Company's initial public offering.