Business Context and Reporting Period
This Form 8-K is filed by Capitol Acquisition Corp. II (the "Company") on May 19, 2015. The filing addresses an extension granted by the Nasdaq Hearings Panel regarding the Company's compliance with continued listing requirements. The Company is currently pursuing a proposed business combination with Lindblad Expeditions, Inc. ("Lindblad"), as previously disclosed in a March 10, 2015 filing.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either Capitol Acquisition Corp. II or Lindblad Expeditions. This report focuses on regulatory compliance and transaction status rather than financial performance data.
Material Changes
- Nasdaq Compliance Extension: The Nasdaq Hearings Panel granted the Company an extension until July 1, 2015, to regain compliance with listing requirements. This extends a previous deadline of May 15, 2015.
- Compliance Conditions: To maintain listing status, the Company must complete a business combination that meets all initial listing criteria for Nasdaq.
Guidance, Outlook, and Risks
Outlook and Timeline: The Company anticipates closing the proposed business combination with Lindblad Expeditions by June 30, 2015. The Company intends to hold presentations for stockholders and interested parties regarding the transaction.
Risks and Contingencies:
- Delisting Risk: Failure to satisfy the conditions of the Nasdaq Hearings Panel by July 1, 2015, could result in the delisting of the Company's securities.
- Transaction Uncertainty: There is no assurance the proposed transaction will close. Risks include failure to receive required security holder approvals or failure to meet other closing conditions.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from expectations due to factors such as business conditions, weather, regulatory changes, and geopolitical events.
Investor Verification Checklist
- Verify the status of the proposed business combination with Lindblad Expeditions, Inc.
- Confirm the Company's ability to meet the July 1, 2015, deadline for Nasdaq compliance.
- Review the Preliminary and Definitive Proxy Statements for details on the transaction and voting procedures.
- Monitor for any updates regarding the satisfaction of closing conditions for the merger.