Registrant Engages Qualified Independent Underwriter to Comply with FINRA Rule

Committed Capital Acquisition Corp., a Delaware-incorporated blank check company that had a Form 10 Registration go effective in May 2007, has registered five million units of one common share and one warrant for a firm-commitment underwritten public offering (Form S-1 filed May 27, SEC File No. 333-174599).  Unlike most other blank check companies, the board of directors will have the sole discretion and authority to approve and consummate the initial business transaction without seeking stockholder approval.  

The sole book-running manager and underwriters' representative for the deal is Broadband Capital Management LLC ("BCM"), a boutique investment bank and broker-dealer.  Three Committed Capital insiders, who collectively own approximately 42.5% of the issued and outstanding shares before this offering, all serve as management of BCM.  As a member of the Financial Industry Regulatory Authority, BCM may be deemed to have a “conflict of interest” under Rule 5121(f)(5) of the Conduct Rules of FINRA. 

Compliance with Rule 5121(f)(5) of FINRA’s Conduct Rules requires that a “qualified independent underwriter” as defined by FINRA participate in the preparation of the registration statement and exercise the usual standard of due diligence.  The registrant has engaged Rodman & Renshaw to be the qualified independent underwriter and will pay Rodman a fee of $50,000 from the proceeds of a loan provided by BCM. Rodman & Renshaw will receive no other compensation. 

Offering proceeds of $25 million, or $28.750 million if the underwriters’ over-allotment option is exercised in full, will be deposited into a trust account.  The officers and directors have agreed that the company will have 21 months from the date of the prospectus (or 24 months if a letter of intent or a definitive agreement has been executed) to consummate the initial business transaction.  If the transaction has not been completed within such time, the company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as possible, but not more than five business days thereafter, redeem public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes and amounts released for working capital purposes, subject to applicable law, and (iii) as promptly as possible following such redemption, dissolve and liquidate as part of the plan of dissolution and liquidation.