Item 2.01. Completion of Acquisition or Disposition of Assets.

In accordance with the terms of the Merger Agreement, on November 22, 2021, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"):

• each share of the Company's common stock, par value $0.0001 per share (the


   "Common Stock"), that was issued and outstanding immediately prior to the
   Effective Time (other than Excluded Shares (as defined in the Merger
   Agreement)) ceased to be outstanding and was converted into the right to
   receive $56.00, in cash, without interest, subject to deductions of any
   applicable withholding taxes (the "Common Merger Consideration");

• each share of the Company's 8.50% Series A Fixed-to-Floating Rate Cumulative


   Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the "Series
   A Preferred Stock"), that was issued and outstanding immediately prior to the
   Effective Time, other than Excluded Shares, was converted into the right to
   receive an amount equal to the sum of: (i) the liquidation preference of $25.00
   per share; plus (ii) the aggregate amount of all accrued and unpaid dividends
   on such Series A Preferred Stock as of the Effective Time, in cash, without
   interest, subject to deductions of any applicable withholding taxes (the
   "Series A Merger Consideration"); and

• each share of the Company's 8.50% Series B Fixed-to-Floating Rate Cumulative


   Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the "Series
   B Preferred Stock"), that was issued and outstanding immediately prior to the
   Effective Time, other than Excluded Shares, was converted into the right to
   receive an amount equal to the sum of: (i) the liquidation preference of $25.00
   per share; plus (ii) the aggregate amount of all accrued and unpaid dividends
   on such Series B Preferred Stock as of the Effective Time, in cash, without
   interest, subject to deductions of any applicable withholding taxes (the
   "Series B Merger Consideration").

Pursuant to the Merger Agreement, at the Effective Time:

• each stock option that was granted pursuant to the CAI International, Inc. 2007


   Equity Incentive Plan, as amended from time to time or the CAI International,
   Inc. 2019 Incentive Plan, as amended from time to time (each, an "Equity
   Incentive Plan" and collectively, the "Equity Incentive Plans"), that remained
   outstanding immediately prior to the Effective Time (each, an "Option") that
   had a per share exercise price that was less than $56.00, was cancelled at the
   Effective Time in exchange for an amount in cash, without interest, equal to
   the product of (x) the aggregate number of shares of Common Stock subject to
   such Option multiplied by (y) the excess of the Common Merger Consideration
   over the applicable per share exercise price of the Option, subject to any
   applicable withholding taxes;

• each restricted stock unit that was granted pursuant to such applicable Equity


   Incentive Plan that remained outstanding immediately prior to the Effective
   Time (each, an "RSU") and each RSU that was granted pursuant to an Equity
   Incentive Plan, that was subject to vesting, in part or in whole, based on the
   achievement of corporate performance goals that had not been satisfied as of
   immediately prior to the Effective Time and that remained outstanding
   immediately prior to the Effective Time (each, a "PRSU") were cancelled and
   automatically converted at the Effective Time into the right to receive $56.00,
   in cash, without interest, for each share of Common Stock subject to the RSU or
   PRSU, subject to any applicable withholding taxes; and

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• as a result of the Merger, each restricted share of Common Stock that was

issued under an Equity Incentive Plan that remains outstanding and unvested

immediately prior to the Effective Time (each, an "RSA") became fully vested . . .

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing.

On November 22, 2021, the Company notified the New York Stock Exchange (the "NYSE") of the completion of the Merger and requested that the NYSE file with the SEC a notification of removal from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to delist each of the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock from the NYSE and deregister each of the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock under the Exchange Act. Trading of each of the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock on the NYSE will be suspended prior to the opening of trading on November 23, 2021. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the termination of the registration of each of the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Section 13(a) and Section 15(d) of the Exchange Act.

The information set forth under "Introductory Note" and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03. Material Modification to Rights of Security Holders.

As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, all issued and outstanding shares of each of the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock, other than Excluded Shares, ceased to be outstanding and were converted into the right to receive the Common Merger Consideration, the Series A Merger Consideration or the Series B Merger Consideration, as applicable. At the Effective Time, all holders of each of the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock ceased to have any rights with respect thereto other than the right to receive the Common Merger Consideration, the Series A Merger Consideration or the Series B Merger Consideration, as applicable, in each case, pursuant to the Merger Agreement.

The information set forth under "Introductory Note," Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

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Item 5.01. Changes in Control of Registrant.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent.

The information set forth under "Introductory Note" and Item 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Upon consummation of the Merger, at the Effective Time, David G. Remington, Kathryn G. Jackson, Andrew S. Ogawa, Gary M. Sawka and John H. Williford ceased service as directors of the Company. These departures were not a result of any disagreements with the Company on any matter relating to the Company's operations, policies or practices. Simultaneously, Toshio Oka and Kenji Yasuno became directors of the Company as the survivor of the Merger until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal, in accordance with the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws (each as defined herein). Timothy B. Page remained as a director of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, the amended and restated certificate of incorporation of the Company, as amended, was amended and restated in its entirety and such amended and restated certificate of incorporation (the "Amended and Restated Certificate of Incorporation") was filed as Exhibit A to the Certificate of Merger with the Delaware Secretary of State and became the Amended and Restated Certificate of Incorporation of the Company as the survivor of the Merger. Also pursuant to the Merger Agreement and resolutions adopted immediately after the Effective Time by the new directors of the Company as the surviving corporation, the amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to read in their entirety as the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except all references therein to the name of Merger Sub were replaced with the name of the Company) (the "Amended and Restated Bylaws"). A copy of the Amended and Restated Certificate of Incorporation and a copy of the Amended and Restated Bylaws are attached as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K, respectively, and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description of Exhibit
   2.1*       Agreement and Plan of Merger, dated as of June 17, 2021, by and among
              Mitsubishi HC Capital Inc., Cattleya Acquisition Corp. and CAI
              International, Inc. (filed as Exhibit 2.1 to CAI International, Inc.'s
              Current Report on Form 8-K filed on June 21, 2021 and incorporated
              herein by reference).
              Amended and Restated Certificate of Incorporation of CAI International,
    3.1       Inc.
    3.2       Amended and Restated Bylaws of CAI International, Inc.
              Cover Page Interactive Data File (embedded within the Inline XBRL
    104       document).

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* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The

Company hereby undertakes to supplementally furnish copies of any omitted

schedules to the Securities and Exchange Commission upon request.

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