Lindblad Expeditions Files 8-K for Material Agreement

TL;DR

Lindblad Expeditions just signed a big deal, filing an 8-K on April 10th.

AI Summary

On April 10, 2024, Lindblad Expeditions Holdings, Inc. entered into a Material Definitive Agreement. The filing also includes financial statements and exhibits related to this agreement. The company, previously known as Capitol Acquisition Corp. II, is incorporated in Delaware and headquartered in New York.

Why It Matters

This filing indicates a significant new agreement for Lindblad Expeditions, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities that are not yet fully understood by the market.

Key Numbers

• 001-35898 — SEC File Number (Identifies the company's filing history with the SEC.)
• 27-4749725 — IRS Employer Identification No. (Tax identification number for the company.)

Key Players & Entities

• LINDBLAD EXPEDITIONS HOLDINGS, INC. (company) — Registrant
• Capitol Acquisition Corp. II (company) — Former name
• April 10, 2024 (date) — Date of earliest event reported
• 212-261-9000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock , par value $0.0001 per share LIND The NASDAQ Stock Mar
• $15,171,664 — at (the "Shares") from Mr. Bressler for $15,171,664 (the "Transfer Agreement"). As previou

Filing Documents

• lindb20240403_8k.htm (8-K) — 27KB
• ex_649712.htm (EX-10.1) — 32KB
• 0001437749-24-011846.txt ( ) — 196KB
• lind-20240410.xsd (EX-101.SCH) — 3KB
• lind-20240410_def.xml (EX-101.DEF) — 11KB
• lind-20240410_lab.xml (EX-101.LAB) — 15KB
• lind-20240410_pre.xml (EX-101.PRE) — 11KB
• lindb20240403_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 10, 2024, Lindblad Expeditions Holdings, Inc., a Delaware corporation (the "Company"), entered into a Transfer Agreement with its subsidiary, Natural Habitat, Inc. ("Natural Habitat"), and Ben Bressler, founder of Natural Habitat, pursuant to which the Company purchased 194 shares of Natural Habitat (the "Shares") from Mr. Bressler for $15,171,664 (the "Transfer Agreement"). As previously disclosed, prior to the entry into the Transfer Agreement, Mr. Bressler held a 19.9% noncontrolling interest in Natural Habitat, which was subject to a put/call arrangement set forth in a Stockholders Agreement, dated as of May 6, 2016, as amended on May 1, 2020 and December 1, 2022, by and among the Company, Natural Habitat and the other stockholders party thereto (the "Stockholders Agreement"). The Transfer Agreement was entered into after Mr. Bressler exercised the First Put Right pursuant to Section 6(b) of the Stockholders Agreement, obligating the Company to purchase the Shares from Mr. Bressler at the price noted above. After the sale of the Shares pursuant to the Transfer Agreement has been completed, Mr. Bressler will hold a 9.9% noncontrolling interest in Natural Habitat, which will remain subject to a put/call arrangement set forth in the Stockholders Agreement.

01 Financial Statemen t s and Exhibits

Item 9.01 Financial Statemen t s and Exhibits. (d) Exhibits Exhibit 10.1 Transfer Agreement, dated April 10, 2024, by and among Lindblad Expeditions Holdings, Inc., Natural Habitat, Inc. and Ben Bressler Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LINDBLAD EXPEDITIONS HOLDINGS, INC. (registrant) April 11, 2024 By: /s/ Craig I. Felenstein Craig I. Felenstein, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR