Business Context and Reporting Period
This Form 8-K is filed by Capitol Acquisition Corp. II (not Lindblad Expeditions Holdings, Inc.) on March 19, 2015. The registrant is a special purpose acquisition company (SPAC) incorporated in Delaware, currently seeking a business combination.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, or operating margins. The report details a specific financing transaction:
- Debt Issuance: A $10,000 convertible promissory note was issued to Lawrence Calcano, a member of the board of directors.
- Terms: The loan is unsecured, non-interest bearing, and payable only upon the consummation of a business combination.
- Conversion: Upon a business combination, the principal may be converted into 10,000 warrants at $1.00 per warrant.
- Liquidity Impact: If no business combination occurs, the note is forgiven unless funds are available outside the company's trust account.
Material Changes
The primary material change is the creation of a direct financial obligation through the issuance of the unregistered equity-linked debt instrument to an insider. This increases the company's contingent liabilities pending a merger.
Guidance, Outlook, and Risks
Outlook: The company's ability to repay or convert this note is entirely contingent on completing a merger, share exchange, or asset acquisition.
Risks and Contingencies:
- Repayment Risk: If a business combination is not consummated, the note will not be repaid and amounts owed will be forgiven, except to the extent of funds available outside the trust account.
- Insider Transaction: The issuance was made to a board member and exempt under Section 4(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the identity of the registrant (Capitol Acquisition Corp. II) versus the requested company name (Lindblad Expeditions Holdings, Inc.).
- Confirm the status of the $10,000 note and whether a business combination has been consummated.
- Review the terms of the warrants issued upon conversion, specifically the non-redeemable nature and cashless exercise provisions.
- Check the balance of funds available outside the trust account to assess potential repayment obligations if no merger occurs.