Business Context and Reporting Period
This Form 8-K, dated May 15, 2013, reports on Capitol Acquisition Corp. II, a special purpose acquisition company (SPAC). The filing details the consummation of its Initial Public Offering (IPO) and a concurrent private placement. Note: The metadata provided in the request references "Lindblad Expeditions Holdings, Inc.," but the source text explicitly identifies the registrant as Capitol Acquisition Corp. II.
Key Financial Metrics
- Gross Proceeds from IPO: $200,000,000 from the sale of 20,000,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $5,600,000 from the sale of 5,600,000 Sponsors' Warrants at $1.00 per warrant.
- Total Capital Raised: $205,600,000.
- Warrant Terms: Each Unit includes one-half of one Warrant to purchase one share of Common Stock at an exercise price of $11.50.
- Debt and Liquidity: The filing does not provide specific debt figures or liquidity ratios beyond the cash proceeds generated; an audited balance sheet is referenced as Exhibit 99.1.
Material Changes and Events
- IPO Completion: The company transitioned from a pre-IPO entity to a public company with 20,000,000 Units outstanding.
- Over-Allotment Status: On May 17, 2013, underwriters declined to exercise the remaining portion of the over-allotment option.
- Share Forfeiture: Due to the non-exercise of the over-allotment, initial stockholders are required to forfeit 175,000 shares of common stock issued prior to the IPO.
Outlook, Risks, and Management Commentary
- Business Combination Requirement: The Sponsors' Warrants are restricted from sale or transfer until the Company completes a business combination.
- Warrant Redemption: Sponsors' Warrants are non-redeemable by the Company if held by the purchasers or their affiliates, unlike the public warrants.
- Financial Statements: An audited balance sheet reflecting the IPO and private placement proceeds has been issued as of May 15, 2013.
Investor Verification Checklist
- Verify the discrepancy between the metadata company name (Lindblad Expeditions) and the filing registrant (Capitol Acquisition Corp. II).
- Review Exhibit 99.1 (Audited Balance Sheet) for specific cash balances and working capital details.
- Confirm the final share count after the forfeiture of 175,000 founder shares.
- Examine the underwriting agreement for details on the over-allotment option expiration.