Business Context and Reporting Period
This Form 8-K was filed by Capitol Acquisition Corp. II on May 14, 2015. The filing reports on a special meeting of stockholders held on the same date to approve amendments to the Company's Charter. These amendments were necessary to extend the deadline for consummating a proposed business combination with Lindblad Expeditions, Inc. (Lindblad).
Key Financial Metrics and Liquidity
The filing does not provide standard operating financial metrics such as revenue, profit, or cash flow, as the Company is a special purpose acquisition vehicle (SPAC) in the pre-merger phase. Key liquidity and trust account details include:
- Trust Account Balance: Approximately $200 million (including interest earned) remains in the trust account available for the business combination.
- Redemption Activity: One stockholder exercised the right to convert 28 public shares into cash at $10.00 per share, totaling $280.
- Debt: The filing text does not provide specific values regarding outstanding debt.
Material Changes Versus Prior Period
The primary material change reported is the extension of the Company's deadline to complete a business combination:
- Extension Amendment: The date by which Capitol must consummate a business combination was extended to July 31, 2015.
- Conversion Amendment: Stockholders were granted the right to convert their public shares into a pro rata portion of the trust account funds if the extension is implemented.
- Voting Results: Both amendments were approved with 22,303,162 votes For, 0 votes Against, and 500 Abstentions.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The extension provides additional time to finalize the proposed merger with Lindblad Expeditions. The Company has filed a preliminary proxy statement regarding the business combination, which contains important information for stockholders.
Risks and Contingencies:
- Redemption Risk: The Conversion Amendment allows public shareholders to withdraw funds from the trust account, potentially reducing the capital available for the merger.
- Merger Completion: The business combination is contingent upon the successful consummation of the merger with Lindblad by the new deadline of July 31, 2015.
Important Facts for Investor Verification
- Verify the final terms of the business combination with Lindblad Expeditions in the definitive proxy statement.
- Monitor the trust account balance for further redemptions prior to the July 31, 2015 deadline.
- Review the preliminary and definitive proxy statements for details on officer and director security holdings and interests in the transaction.
- Confirm the status of the merger agreement and any conditions precedent required for closing.