SEC Company Response from LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499) (LIND) — Apr 26, 2013
LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499)
Date: April 26, 2013 · CIK: 0001512499 · Accession: 0001144204-13-024413
AI Filing Summary & Sentiment
File numbers found in text: 333-187519
Referenced dates: April 25, 2013
Letter
Securities and Exchange Commission Amendment No. 1 to Registration Statement on Form S-1 Filed April 15, 2013 File No. 333-187519
Dear Mr. Dang:
On behalf of Capitol Acquisition Corp. II (the “Company”), we respond as follows to the Staff’s comment letter, dated April 25, 2013, relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in Amendment No. 2 to the Registration Statement, a copy of which has been marked with the changes from Amendment No. 1 to the Registration Statement. We are also delivering three (3) courtesy copies of such marked filing to Folake Ayoola. Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.
Notes to Financial Statements
Note 7 – Stockholder Equity
Common Stock, page F-11
Securities and Exchange Commission
Page 2
April 26, 2013
1. We note your response to our prior comment one. We are still unclear how you have accounted for stock issuances subject to forfeiture. In your most recent response you indicate that you have accounted for the stock issuances as stock based compensation subject to a market condition. However, it does not appear that the company has recorded any compensation expense currently, nor does it appear the company intends to record any compensation expense over the service period. Please explain to us how your accounting treatment complies with the guidance you have cited. To the extent you intend to account for the transaction as stock based compensation, explain to us methodology used to value the shares and how the market condition is factored into that methodology.
The Company issued the shares, including the market condition shares, to the Company’s sponsor (some of which was subsequently transferred to the Company’s officers and directors) at the date of the Company’s inception and received total proceeds of $25,000. The Company determined that the fair value of the shares, after factoring in the market condition, was equal to the cost of such shares because the value of the shares was already de minimis and therefore the adjustment to fair value of the shares subject to the market condition was negligible. Accordingly, pursuant to the guidance found in ASC 718-10-30-14, the Company determined that no compensation expense will be required to be recorded regardless of when, if ever, the market condition is satisfied.
Since the Company will not record any compensation expense related to the issuance and market condition of such shares, the Company will make the following entry if the market condition is not met:
Debit common stock at its par value (shares subject to market condition multiplied by the par value of $0.0001), or $93.75, and a credit to additional paid in capital for the same amount.
* * * * *
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Very truly yours,
/s/ Jeffrey M. Gallant
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Facsimile:
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Direct Dial:
(212) 818-8881
(212) 818-8638
email address
jgallant@graubard.com
April 26, 2013
VIA FEDERAL EXPRESS AND EDGAR
Duc Dang, Esq.
Attorney - Advisor
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Capitol Acquisition Corp. II
Amendment No. 1 to Registration Statement on
Form S-1
Filed April 15, 2013
File No. 333-187519
Dear Mr. Dang:
On behalf of Capitol Acquisition Corp. II
(the “Company”), we respond as follows to the Staff’s comment letter, dated April 25, 2013, relating to the above-captioned
Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those
set forth in Amendment No. 2 to the Registration Statement, a copy of which has been marked with the changes from Amendment No.
1 to the Registration Statement. We are also delivering three (3) courtesy copies of such marked filing to Folake Ayoola. Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s
response to each comment immediately thereafter.
Notes to Financial Statements
Note 7 – Stockholder
Equity
Common Stock, page F-11
Securities and Exchange Commission
Page 2
April 26, 2013
1. We note your response to our prior comment one. We are still unclear how you have accounted for stock issuances subject
to forfeiture. In your most recent response you indicate that you have accounted for the stock issuances as stock based compensation
subject to a market condition. However, it does not appear that the company has recorded any compensation expense currently, nor
does it appear the company intends to record any compensation expense over the service period. Please explain to us how your accounting
treatment complies with the guidance you have cited. To the extent you intend to account for the transaction as stock based compensation,
explain to us methodology used to value the shares and how the market condition is factored into that methodology.
The Company issued the shares, including
the market condition shares, to the Company’s sponsor (some of which was subsequently transferred to the Company’s
officers and directors) at the date of the Company’s inception and received total proceeds of $25,000. The Company determined
that the fair value of the shares, after factoring in the market condition, was equal to the cost of such shares because the value
of the shares was already de minimis and therefore the adjustment to fair value of the shares subject to the market condition was
negligible. Accordingly, pursuant to the guidance found in ASC 718-10-30-14, the Company determined that no compensation expense
will be required to be recorded regardless of when, if ever, the market condition is satisfied.
Since the Company will not record any compensation
expense related to the issuance and market condition of such shares, the Company will make the following entry if the market condition
is not met:
Debit common stock at its par value (shares subject
to market condition multiplied by the par value of $0.0001), or $93.75, and a credit to additional paid in capital for the same
amount.
* * * * *
If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.
Very truly yours,
/s/ Jeffrey M. Gallant
Jeffrey M. Gallant
cc: Mark D. Ein, CEO