LINDBLAD EXPEDITIONS HOLDINGS, INC. current report, 10 May 2013

Full document

Business Context and Reporting Period

This Form 8-K is filed by Capitol Acquisition Corp. II (not Lindblad Expeditions Holdings, Inc.) for the reporting period of May 10, 2013. The filing documents the effectiveness of the company's Initial Registration Statement on Form S-1 for an initial public offering (IPO) and the subsequent entry into material definitive agreements related to the offering.

Key Financial Metrics

The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. As a special purpose acquisition company (SPAC) in the IPO phase, the document focuses on capital structure rather than operating performance.

  • Initial Offering Size: 15,000,000 Units.
  • Offering Increase: 20% increase pursuant to Rule 462(b), filed on May 10, 2013.
  • SEC File Numbers: Initial (333-187519); Amended (333-188503).

Material Changes

The primary material change reported is the expansion of the IPO size by 20% following the SEC's declaration of effectiveness for the initial registration on May 9, 2013. Consequently, the company executed revised agreements to reflect this increased offering size.

Guidance, Outlook, and Agreements

The filing does not contain forward-looking financial guidance or management commentary on future business operations. Instead, it details the execution of the following material agreements filed as exhibits:

  • Underwriting Agreement.
  • Amended and Restated Certificate of Incorporation.
  • Warrant Agreement.
  • Investment Management Trust Agreement.
  • Stock Escrow Agreement and Registration Rights Agreement.
  • Sponsor Warrants Purchase Agreement.
  • Letter Agreements with management and directors.

The final prospectus dated May 10, 2013, contains the full material terms of these agreements.

Investor Verification Checklist

  • Verify the final total number of Units offered after the 20% Rule 462(b) increase.
  • Review the final prospectus (filed May 13, 2013) for the specific offering price per Unit and total gross proceeds.
  • Confirm the terms of the Investment Management Trust Agreement regarding the holding of IPO proceeds.
  • Examine the Sponsor Warrants Purchase Agreement for details on private placement warrants.
  • Note that the registrant is Capitol Acquisition Corp. II, not Lindblad Expeditions Holdings, Inc.