**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-Q****/A**

 

**☒****QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

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For the quarterly period ended March 31, 2019

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**☐****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

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**For the transition period from                   to**

 

**Commission file number 001-35898**

 

**LINDBLAD EXPEDITIONS HOLDINGS, INC.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                    |   | **27-4749725**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer

Identification No.) |

 

**96 Morton Street, 9****th****Floor, New York, New York, 10014**

(Address of principal executive offices) (Zip Code)

 

**(212) 261-9000**

(Registrant’s telephone number, including area code)

 

**N/A**

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer | ☐                 | Accelerated filer         | ☒ |
|-------------------------|-------------------------|---------------------------|---------|
| Non-accelerated filer   | ☐            | Smaller reporting company | ☐ |
|                    | Emerging growth company | ☐                   |

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of April 30, 2019, 45,798,866 shares of common stock, par value $0.0001 per share, were issued and outstanding.

 

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 **Explanatory Note**

 

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of Lindblad Expeditions Holdings, Inc. for the period ended March 31, 2019, originally filed with the Securities and Exchange Commission on May 2, 2019 (the “Form 10-Q”), is to correct a file transmission error made by our third party EDGAR software provider which excluded Exhibit 10.2 to the Form 10-Q.

 

No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

 

 

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| **Item 6.** | **exhibits** |
|-------------|--------------|

 

| **Number**       |                                                                                                                                                                                                                            | **Description**                                                                                                                                                                                                                                                                 |   | **Included** |   | **Form** |   | **Filing Date** |
|------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|--------|----------|--------|-----------------|
| 10.1             |                                                                                                                                                                                                                            | Shipbuilding Contract, dated February 25, 2019, between Ulstein Verft AS and Lindblad Maritime Enterprises, Ltd. ††                                                                                                                                               |   | Herewith     |   |     |   |            |
| 10.2             |                                                                                                                                                                                                                            | Senior Secured Credit Agreement, dated April 8, 2019, among the Company and Lindblad Bluewater II Limited with Citibank, N.A. and Eksportkreditt Norge AS.                                                                                                                      |   | Herewith     |   |     |   |            |
| 31.1             |                                                                                                                                                                                                                            | Certification of Chief Executive Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                 |   | Herewith     |   |     |   |            |
| 31.2             |                                                                                                                                                                                                                            | Certification of Chief Financial Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                 |   | Herewith     |   |     |   |            |
| 32.1             |                                                                                                                                                                                                                            | Certification of Chief Executive Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |   | Herewith     |   |     |   |            |
| 32.2             |                                                                                                                                                                                                                            | Certification of Chief Financial Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |   | Herewith     |   |     |   |            |
|             |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                            |   |         |   |     |   |            |
| †† | Certain portions of the exhibit have been omitted pursuant to Regulation S-K Item 601(b) because it is both (i) not material to investors and (ii) likely to cause competitive harm to the Company if publicly disclosed.  |

 

 

 

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**SIGNATURE**

 

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, thereunto duly authorized, on May 2, 2019.

 

|   | **LINDBLAD EXPEDITIONS HOLDINGS, INC.** |
|--------|-----------------------------------------|
|   | (Registrant)                            |
|   |                                    |   |
|   | By                                      | /s/ Sven-Olof Lindblad |
|   |                                    | Sven-Olof Lindblad |
|   |                                    | Chief Executive Officer and President |

 

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