Business Context and Reporting Period
This Form 8-K is filed by Capitol Acquisition Corp. II (not Lindblad Expeditions Holdings, Inc.) on February 9, 2015. The filing addresses a corporate governance event regarding the company's continued listing status on The Nasdaq Stock Market.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on regulatory compliance and listing status rather than financial performance.
Material Changes
The primary material event is the resolution of a delisting threat. The Nasdaq Hearings Panel granted the Company's request for continued listing, reversing the Nasdaq Staff's prior determination to delist the securities. The delisting threat arose from the Company's failure to solicit proxies and hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2013, in violation of Nasdaq Listing Rules 5620(a) and (b).
Guidance, Outlook, and Risks
The continued listing is subject to strict conditions:
- The Company must complete a business combination on or before May 15, 2015.
- The Company must receive a determination from the Nasdaq Staff that the business combination meets all initial listing criteria.
Risks and Contingencies: Failure to comply with these conditions could result in the delisting of the Company's securities. Management states there can be no assurance that the Company will be able to satisfy these conditions.
Investor Verification Checklist
- Verify the Company's progress toward completing a business combination by the May 15, 2015 deadline.
- Confirm whether the proposed business combination meets Nasdaq's initial listing criteria.
- Monitor for any subsequent filings indicating a failure to meet the conditions, which would trigger delisting.
- Note the discrepancy between the requested company name (Lindblad Expeditions) and the actual registrant (Capitol Acquisition Corp. II).