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As filed with the Securities and Exchange Commission on August 28, 2015

June 1, 2020

Registration No. 333-__________

333-      ​
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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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LINDBLAD EXPEDITIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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Delaware​Delaware​​27-4749725​
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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96 Morton Street, 9th Floor
New York, New York
(212) 261-9000
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​(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

96 Morton Street, 9th Floor

New York, New York 10014
(212) 261-9000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

​With a copy to:​
​
Sven-Olof Lindblad
President and Chief Executive Officer
Lindblad Expeditions Holdings, Inc.
96 Morton Street, 9th Floor
New York, New York 10014
(212) 261-9000
​​
Steven B. Chameides, Esq.
John J. Wolfel, Esq.
Foley & Lardner LLP
3000 K Street, N.W., Suite 600
Washington, D.C. 20007-5109
(202) 672-5300
​
​(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Sven-Olof Lindblad

President and Chief Executive Officer

Lindblad Expeditions Holdings, Inc.

96 Morton Street, 9th Floor

New York, New York 10014
(212) 261-9000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:
Steven B. Chameides, Esq.

John J. Wolfel, Esq.

Foley & Lardner LLP

3000 K Street, N.W., Suite 600

Washington, D.C. 20007-5109

(202) 672-5300

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o

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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.x

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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.o

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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o

 ☐

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

Act:
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Large accelerated filero
☐
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Accelerated filerx
☒
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Non-accelerated filero
(Do not check if a smaller reporting company)
☐
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Smaller reporting company
☐
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oEmerging growth company
☐
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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 7(a)(2)(B) of the Securities Act. ☐
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CALCULATION OF REGISTRATION FEE

Title of each class of

securities to be registered

 

 

Amount to be registered(1)

  Proposed maximum offering price per share  Proposed maximum offering price  Amount of registration fee 
Common Stock, par value $0.0001 per share, underlying Warrants  16,100,000(2) $11.50(3) $185,150,000  $21,514.43 
Common Stock, par value $0.0001 per share  4,625,000(4) $9.12(5) $42,156,875  $4,898.63 
Warrants to purchase Common Stock, par value $0.0001 per share  6,100,000(6)  

--

(7)  

--

(7)  

--

(7)
Total         $227,306,875  $26,413 

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended, the securities being registered hereunder include such indeterminate number of shares as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions.​
(2)Title of each class of securities to be registeredRepresents the issuance by the Registrant​​
Amount to Be
Registered(2)(3)
​​
Proposed Maximum
Aggregate Offering Price(3)(4)
​​
Amount of (i) 10,000,000 shares of common stock underlying 10,000,000 warrants originally sold as part of units in the Registrant’s initial public offering; (ii) 5,600,000 shares of common stock underlying 5,600,000 sponsor warrants originally sold in a private sale and (iii) 500,000 shares of common stock underlying 500,000 conversion warrants issued as a result of the conversion of convertible notes.
Registration Fee
​​
(3)Debt SecuritiesRepresents the per share exercise price of the warrants in accordance with Rule 457(g) under the Securities Act of 1933, as amended.​​​​​
(4)Common Stock, $0.0001 par valueRepresents the resale by the selling security holders of 4,625,000 shares of our common stock originally sold in a private placement prior to our initial public offering.​​​​​
(5)Preferred Stock, $0.0001 par valueEstimated at $9.12 per share, the average of the high and low prices of our common stock as reported on The NASDAQ Capital Market on August 26, 2015, solely for the purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended.​​​​​
(6)WarrantsRepresents the resale by the selling security holders of (i) 5,600,000 sponsor warrants originally sold in a private sale and (ii) 500,000 conversion warrants issued as a result of the conversion of convertible notes.​​​​​
(7)Subscription RightsNo fee pursuant to Rule 457(g) under the ​​​​​
Securities Act of 1933, as amended.Purchase Contracts​​​​​
Units(1)​​​​​
Total​​​​—​​​​$300,000,000(5)​​​​$38,940.00(5)​​​

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(1)
Each unit consists of one or more shares of common stock, shares of preferred stock, debt securities, warrants, subscription rights, securities purchase contracts or any combination of the foregoing.

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(2)
Includes an indeterminate aggregate principal amount and number of securities of each identified class of securities up to a proposed aggregate offering price of $300 million, which may be offered by the registrant from time to time in unspecified numbers and at indeterminate prices, and as may be issued upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions. This registration statement also covers delayed delivery contracts that may be issued by the registrant under which the party purchasing such contracts may be required to purchase any securities that may be offered hereunder. Such contracts may be issued together with the specific securities to which they relate. Securities registered hereunder to be sold by the registrant may be sold either separately or as units comprised of more than one type of security registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(3)
Pursuant to General Instruction II.D of Form S-3, the table lists each of the classes of securities being registered and the aggregate proceeds to be raised but does not specify by each class information as to the amount to be registered, proposed maximum offering price per unit, and proposed maximum aggregate offering price.
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(4)
If applicable, includes consideration to be received by the registrant for registered securities that are issuable upon exercise, conversion or exchange of other registered securities or that are issued in units.
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(5)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
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The Registrantregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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(Subject to completion, dated August 28, 2015)


The information in this prospectus is not complete and may be changed. The Company and the selling security holdersWe may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus

 


LINDBLAD EXPEDITIONS HOLDINGS, INC.Subject to completion, dated June 1, 2020

16,100,000 SharesPRELIMINARY PROSPECTUS
[MISSING IMAGE: lg_lindblad-4clr.jpg]
Lindblad Expeditions Holdings, Inc.
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
SUBSCRIPTION RIGHTS
SECURITIES PURCHASE CONTRACTS
UNITS
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We may offer and sell from time to time up to $300 million of Common Stock Issuable Upon Exerciseany combination of Outstanding Warrants

4,625,000 Shares of Common Stock

6,100,000 Warrants to Purchase Common Stock

This prospectus relates to the issuance by us of (i) 10,000,000 shares of our common stock, par value $0.001 per share (referred to as “common stock”), upon the exercise of warrants originally issued as part of units in our initial public offering (referred to as “public warrants”); (ii) 5,600,000 shares of our common stock upon the exercise of warrants originally sold in a private placement that closed simultaneously with the consummation of our initial public offering (referred to as “sponsor warrants”) and (iii) 500,000 shares of our common stock upon the exercise of warrants issued in connection with conversion of $500,000 of convertible notes into warrants (referred to as “conversion warrants” and together with the public warrants and the sponsor warrants, the “warrants”).

This prospectus also relates to the resale by the selling security holders namedsecurities described in this prospectus, from time to time, in one or their permitted transfereesmore offerings, in amounts, at prices and on terms determined at the times of (i) 4,625,000 shares ofofferings.

This prospectus describes the general manner in which our common stock originally sold in a private placement to our initial stockholders prior to our initial public offering; (ii) 5,600,000 sponsor warrants and (iii) 500,000 conversion warrants. The selling security holderssecurities may offer, sell or distribute all or a portion of their securities publicly or through private transactions at prevailing market prices or at negotiated prices.be offered using this prospectus. We will not receive any of the proceeds from the sale by the selling security holdersprovide specific terms of the securities, owned byincluding the selling security holders. We will bear all costs, expenses and feesoffering prices, in connection with the registration of these securitiesone or more supplements to this prospectus. The supplements may also add, update or change information contained in this prospectus. You should read this prospectus and the selling security holders will bear all commissions and discounts, if any, attributableprospectus supplement relating to their salethe specific issue of securities except as otherwise expressly set forth in this prospectus.

Each warrant entitlescarefully before you invest.

We may offer the registered holdersecurities for sale directly to purchasethe purchasers or through one share of our common stockor more underwriters, dealers and agents to be designated at a price of $11.50 per whole share. Wefuture date. The supplements to this prospectus will receive allprovide the specific terms of the proceeds from any cash exerciseplan of the warrants. If all of the warrants were exercised in full for cash, we would receive gross proceeds of $185.2 million. However, there can be no assurance that any warrants will be exercised, or if warrants are exercised, how many would be exercised for cash. We will receive no proceeds from the sale of the common stock underlying the warrants.

We are an “emerging growth company” as defined under the Jumpstart Our Business Startups Act and will therefore be subject to reduced public company reporting requirements.

distribution.

Our common stock and warrants areis listed on Thethe NASDAQ Capital Market (“NASDAQ”) under the symbols “LIND” and “LINDW,symbol “LIND.” respectively. On August 26, 2015, theThe last reported sale price of ourthe common stock and warrants on The NASDAQ Capital MarketMay 27, 2020 was $9.19 and $1.275, respectively.

Investment$8.31 per share. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.

Investing in our securities involves risks. Seerisk. Please read carefully the risk factors identifiedsection entitled “Risk Factors” on Page 2 of this prospectus and any similar section contained in the documents incorporated by reference herein for more information regarding risksapplicable prospectus supplement and/or other offering material concerning factors you should consider before investing in our common stock and/or warrants.

securities which may be offered hereby.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is            ___________, 2015.

, 2020.
TABLE OF CONTENTS​

TABLE OF CONTENTS
​
ABOUT THIS PROSPECTUS
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RISK FACTORS
​​​​2​​
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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OUR COMPANY
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USE OF PROCEEDS
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DILUTION
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SECURITIES TO BE OFFERED
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DESCRIPTION OF DEBT SECURITIES
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DESCRIPTION OF CAPITAL STOCK
​​​​20​​
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DESCRIPTION OF WARRANTS
​​​​25​​
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DESCRIPTION OF SUBSCRIPTION RIGHTS
​​​​26​​
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DESCRIPTION OF SECURITIES PURCHASE CONTRACTS
​​​​27​​
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DESCRIPTION OF UNITS
​​​​28​​
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PLAN OF DISTRIBUTION
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WHERE YOU CAN FIND MORE INFORMATION
​​​​31​​
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LEGAL MATTERS
​​​​32​​
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EXPERTS
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Page
About This Prospectus1
The Company3
Risk Factors5
Use of Proceeds6
Price Range of Securities and Dividends7
Description of Capital Stock8
Selling Security Holders15
Plan of Distribution17
Where You Can Find More Information19
Incorporation of Certain Documents by Reference19
Legal Matters20

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About This Prospectus

ABOUT THIS PROSPECTUS
Unless the context otherwise requires, references in this prospectus to “Company,” “Lindblad,” “we,” “us,” “our,” and “ours” refer to Lindblad Expeditions Holdings, Inc., and its subsidiaries where the context so requires.
This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, referredor the SEC, using a “shelf” registration process. Under this shelf registration process, we may, from time to astime, sell the “SEC,”securities described in this prospectus, in one or more offerings, up to the maximum aggregate dollar amount $300 million. This prospectus provides you with a general description of the securities that we may offer. Each time we offer securities, we will provide a prospectus supplement and/or other offering material that will contain specific information about the terms of that offering. The prospectus supplement and/or other offering material may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement and any other offering material together with the additional information described under the Securities Act of 1933, as amended, referred to as the “Securities Act.” As allowed by SEC rules, this prospectus does not contain all of the information set forth in the registration statement, or the exhibits that are a part of the registration statement. For further information about us and our securities, please refer to the information referred to underheading “Where You Can Find More Information” and to the registration statement and the exhibits that are a part of the registration statement.

Information.”

You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or any other information to which we have referred you.offering material. We have not authorized anyoneany other person to provide you with different information. This prospectus may only be used whereIf anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell the securities in any jurisdiction in which an offer is not authorized or in which the person making that offer is not qualified to do so or to anyone to whom it is legalunlawful to offer or sell the offered securities.make an offer. You should not assume that the information contained in this prospectus or any prospectus supplement or any other offering material, or the information we previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than the date on the front cover of this prospectus. You should not assume that the information incorporated by reference in this prospectus is accurate as of any date other than the date theits respective information was filed with the Securities and Exchange Commission.date. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless


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RISK FACTORS
Investing in our securities involves risks. Before making an investment decision, you should carefully consider the context otherwise requires, “we,” “us,”risks and “our” refer to Lindblad Expeditions Holdings, Inc. and its subsidiaries.

“Forward-Looking” Information

Theother information includedwe include or incorporationincorporate by reference intoin this prospectus contains statements thatand any prospectus supplement. In particular, you should consider the company believesrisk factors described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in Item 1A of our Quarterly Report on Form 10-Q for the period ended March 31, 2020 under the heading “Risk Factors,” as may be revised or supplemented by our subsequent Quarterly Reports on Form 10-Q or Current Reports of Form 8-K, each of which are on file with the SEC and are incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. In addition to those risk factors, there may be “forward-looking statements” within the meaningadditional risks and uncertainties of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that iswhich are not a statement of historical fact, including, without limitation, statements regarding the company’s business strategy and plans and objectives of management for future operationscurrently known to us or that we currently deem immaterial. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. Additional risk factors may predict, forecast, indicatebe included in a prospectus supplement relating to a particular offering of securities.


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this registration statement and may make such statements in future filings with the Securities and Exchange Commission, or implySEC. We may also make forward-looking statements in our press releases or other public or stockholder communications. Our forward-looking statements are subject to risks and uncertainties and include information about our expectations and possible or assumed future results performance or achievements. Theof our operations. When we use words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “could,” “plan,” “potential,” “predict,” “forecast,” “project,” “intend,” “forecast,” “anticipate,” “plan,” “planning,” “expect,” “believe,” “will,” “will likely,” “should,” “could,” “would,” “may” or the negative of such wordssimilar expressions, or wordsmake statements regarding our intent, belief, or expressions of similar meaningcurrent expectations, we are intended to identifymaking forward-looking statements. Certain factors that could cause results to differ materially from those projected in the forward-looking statements, including, among other things:

●the anticipated results of the mergers with Lindblad Expeditions, Inc.;

●changes adversely affecting the business in which we are engaged;

●management of our growth and our ability to execute on our planned growth;

●general economic conditions;

●our business strategy and plans;

●our compliance with laws and regulations, including the U.S. Citizenship and Cabotage laws principally contained in 46 U.S.C. §50501(a), (b) and (d) and 46 U.S.C. Chapter 551 and the regulations promulgated thereunder;

●compliance with the financial and/or operating covenants in our amended credit agreement;

●adverse publicity regarding the cruise industry in general;

●loss of business due to competition;

●the result of future financing efforts; and

●those risks discussed in the sections entitled “Risk Factors” in the documents incorporated by reference into this prospectus.

These forward-looking statements are notneither promises nor guarantees of future performance and all such forward-looking statements involvedue to a variety of risks and uncertainties, many of which are beyond the company’s abilityour control, which could cause actual results to control. Actual results may differ materially from those expressedindicated by these forward-looking statements, including, without limitation, risks relating to:
•
suspended operations and disruptions to our business and operations related to the novel coronavirus COVID-19;
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the impacts of the novel coronavirus COVID-19 on our financial condition, liquidity, results of operations, cash flows, employees, plans and growth;
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the impacts of the novel coronavirus COVID-19 on future travel and the cruise and airline industries in general;
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unscheduled disruptions in our business due to travel restrictions, weather events, mechanical failures, pandemics or implied byother events;
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changes adversely affecting the business in which we are engaged;
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management of our growth and our ability to execute on our planned growth;
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our business strategy and plans;
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our ability to maintain our relationship with National Geographic;
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•
compliance with new and existing laws and regulations, including environmental regulations and travel advisories and restrictions;
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compliance with the financial and/or operating covenants in our debt arrangements;
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adverse publicity regarding the cruise industry in general;
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•
loss of business due to competition;
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the result of future financing efforts;
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•
delays and costs overruns with respect to the construction and delivery of newly constructed vessels;
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•
the inability to meet revenue and Adjusted EBITDA projections; and
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•
other risks more fully discussed in the “Risk Factors” section in this prospectus, the section of any accompanying prospectus supplement entitled “Risk Factors” and the risk factors and cautionary statements described in other documents that we file from time to time with the SEC, specifically under “Risk Factors” and elsewhere in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
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We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. While we believe that our forward-looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which are based on information available to us on the date of this report or, if made elsewhere, as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. See “Risk Factors” in this prospectus for more information. You should consider these factors and other cautionary

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statements made in this prospectus and in the documents we incorporate by reference as being applicable to all related forward-looking statements wherever they appear in this prospectus and in the documents incorporated by reference.
Other factors not currently anticipated may also materially and adversely affect our results of operations, cash flows and financial position. We do not undertake any obligation to update or alter any statements whether as a result of various factors. We do not undertake, and we disclaim, any obligation to update any forward-looking statementsnew information, future events or to announce revisions to any of the forward-looking statements.

The Company

Overview

We were originally incorporated in Delaware on August 9, 2010otherwise, except as a blank check company to acquire, through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or other similar business combination, one or more businesses or entities.

On July 8, 2015, we completed a series of mergers whereby Lindblad Expeditions, Inc., a New York corporation, became our wholly-owned subsidiary. As consideration for the mergers, the total purchase price consisted of an aggregate of (i) $90.0 million in cash (a portion of which was paid as transaction bonuses) and (ii) 20,017,787 shares of our common stock. We also assumed outstanding stock options and converted such options into options to purchase an aggregate of 3,821,696 shares of our common stock with an exercise price of $1.76 per share.

Immediately following the mergers, we changed our name to Lindblad Expeditions Holdings, Inc. required by law.


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OUR COMPANY
Overview
We provide expedition cruising and land-based adventure travel experiences. We provideexperiences, using itineraries that feature up-close encounters with wildlife, nature, history and natureculture, and promotespromote guest empowerment and interactivity.

Lindblad Expeditions, Inc. was founded in 1979 by Sven-Olof Lindblad, whose father, adventure-travel pioneer Lars-Eric Lindblad, led some of the first non-scientific groups of travelers to Antarctica in 1966 and the Galapagos in 1967. Sven-Olof Lindblad founded Lindblad Expeditions, Inc. in order to offer innovative and educational travel expeditions to the world’s most remarkable places.

We currently operate a fleet of six expedition ships owned by our subsidiaries and four seasonal charter vessels. Our mission is offeringto offer life-changing adventures on all seven continents,around the world and pioneeringpioneer innovative ways to allow our guests to connect with exotic and remote places. Our expedition ships are customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thus allowing us to offer up-close experiences in the planet’s wild and remote places and capitals of culture. Many of these expeditions involve travel to remote places, with limited infrastructure and ports (such as Antarctica and the Arctic) or places that are best accessed by a ship (suchsuch as the Galapagos,Arctic, Antarctica, the Galápagos, Alaska, Baja’s Sea of Cortez, Costa Rica, Panama, Churchill and Panama)Africa. We operate a fleet of nine owned expedition ships and have contracted for a new polar ice class vessel, the National Geographic Resolution, and foster active engagement by guests. Each expedition ship is designedscheduled to be comfortable and inviting, while being fully equipped with state-of-the-art tools for in-depth exploration.

Upondelivered in the closingfourth quarter of the mergers, Sven-Olof Lindblad, Mark D. Ein, L. Dyson Dryden, John M. Fahey and Paul J. Brown were elected or re-elected, as the case may be, as our directors, with Mark D. Ein being designated as Chairman. 2021.

In addition, Mr. Ein resigned as our Chief Executive Officer, Treasurer and Secretary and Mr. Dryden resigned as our Chief Financial Officer. The following executive officers were appointed: Sven-Olof Lindblad, as Chief Executive Officer and President; Ian Rogers, as Chief Operating Officer, Chief Financial Officer and Vice President; Trey Byus, as Chief Expedition Officer; Richard Fontaine, as Chief Marketing Officer; and Pete Miller, as Senior Vice President, Fleet Operations. (Mr. Miller subsequently provided notice of resignation to pursue interests outside the cruise industry.) Our common stock and warrants continue to be listed on The NASDAQ Capital Marketwe operate five seasonal charter vessels under the symbol “LIND”Lindblad brand. We deploy chartered vessels for various seasonal offerings and “LINDW.”

continually seek to optimize our charter fleet to balance our inventory with demand and maximize yields. We use our charter inventory as a mechanism to both increase travel options for our existing and prospective guests and to test demand for certain areas and seasons to understand the potential for longer term deployments and additional vessel needs.

We have a longstanding relationship with the National Geographic Society dating back to 2004, which is based on a shared interest in exploration, research, technology and conservation. This relationship includes co-selling, co-marketing and branding arrangements with National Geographic Partners, LLC (“National Geographic”) whereby our owned vessels carry the National Geographic name and National Geographic sells our expeditions through their internal travel divisions. We collaborate with National Geographic on expedition planning to enhance the guest experience by having National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, join our expeditions. Guests have the ability to interface with these experts through lectures, excursions, dining and other experiences throughout their expedition.
Corporate Information

We are a Delaware corporation and our

Our corporate headquarters are located at 96 Morton Street, 9th Floor, New York, New York 10014. Our telephone number is (212) 261-9000. Our Internet website address is www.expeditions.com. We do not incorporate the information on our website into this prospectus, and you should not consider it part of this prospectus.

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The Offering

The following summary contains basic information about this offering. The summary is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus.

Issuance of Common Stock Underlying Warrants:

Shares to be issued upon exercise of warrants

10,000,000 shares of our common stock upon the exercise of public warrants; (ii) 5,600,000 shares of our common stock upon the exercise of sponsor warrants and (iii) 500,000 shares of our common stock upon the exercise of conversion warrants.
Common stock to be outstanding assuming all of the warrants are exercised for cash(1)60,817,759 shares.

The NASDAQ Capital Market symbols

Our common stock and warrants are listed on The NASDAQ Capital Market under the symbols “LIND” and “LINDW,” respectively.
Use of proceedsWe will receive all of the proceeds from any cash exercise of the warrants.  If all of the warrants were exercised in full for cash, we would receive gross proceeds of $185.2 million.  However, there can be no assurance that any warrants will be exercised, or if warrants are exercised, how many would be exercised for cash.  We will receive no proceeds from the sale of the common stock underlying the warrants.  We currently intend to use theses proceeds, if any, for working capital and general corporate purposes.
Resale of Common Stock and Warrants by Selling Security Holders:
Common stock offered by the selling security holdersWe are registering 4,625,000 shares of common stock to be offered by the selling security holders named herein.
Warrants offered by the selling security holdersWe are registering (i) 5,600,000 sponsor warrants and (ii) 500,000 conversion warrants to be offered by the selling security holders named herein.
Terms of the OfferingThe selling security holders will determine when and how they will dispose of the common stock and warrants registered under this prospectus for resale.
Common stock to be outstanding assuming all of the warrants are exercised for cash(1)60,817,759 shares.

The NASDAQ Capital Market symbols

Our common stock and warrants are listed on The NASDAQ Capital Market under the symbols “LIND” and “LINDW,” respectively.
Use of proceedsWe will not receive any of the proceeds from the sale of shares of common stock or warrants by the selling security holders. However, we will receive proceeds from any cash exercise of the warrants. We currently intend to use theses proceeds, if any, for working capital and general corporate purposes.

 

(1) The number

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USE OF PROCEEDS
Except as may be otherwise set forth in the applicable prospectus supplement accompanying this prospectus, the net proceeds from the sale of shares outstandingthe securities will be used for general corporate purposes. Pending such use, we may temporarily invest the net proceeds in short-term investments.
DILUTION
We will set forth in a prospectus supplement the following information regarding any material dilution of the equity interests of investors purchasing securities in an offering under this prospectus:
•
the net tangible book value per share of our equity securities before and after thisthe offering;
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•
the amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in the offering; and
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•
the amount of the immediate dilution from the public offering is based on 44,717,759price which will be absorbed by such purchasers.
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SECURITIES TO BE OFFERED
We may offer, from time to time and in one or more offerings, debt securities, shares of common stock, outstanding as of August 26, 2015. The number of shares of commonpreferred stock, towarrants, subscription rights, securities purchase contracts and units. Set forth herein and below is a general description of the securities that we may offer hereunder. We will set forth in the applicable prospectus supplement a specific description of the securities that may be outstanding afteroffered under this prospectus. The terms of the offering excludesof securities, the following as of August 26, 2015: (i) 3,821,696 shares of common stock issuable upon the exercise of outstanding stock options and (ii) 2,500,000 shares of common stock available for issuance under our 2015 Long-Term Incentive Plan.

Risk Factors

See “Risk Factors”initial offering price and the net proceeds will be contained in the prospectus supplement and/or other information incorporated by referenceoffering material relating to such offering.


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DESCRIPTION OF DEBT SECURITIES
We have summarized below general terms and conditions of the debt securities that we will offer and sell pursuant to this prospectus. When we offer to sell a particular series of debt securities, we will describe the specific terms and conditions of the series in a prospectus supplement to this prospectus. We will also indicate in the applicable prospectus supplement whether the general terms and conditions described in this prospectus forapply to the series of debt securities. The terms and conditions of the debt securities of a discussionseries may be different in one or more respects from the terms and conditions described below. If so, those differences will be described in the applicable prospectus supplement.
The debt securities will be our debt securities and will be issued under an indenture between us and a trustee, a form of certain factors you should carefully consider before deciding to invest in shares of our common stock and/or warrants.

Risk Factors

Investment in any securities offered pursuant to this prospectus involves risks. You should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K, our most recent Quarterly Report on 10-Q and any subsequent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained orwhich is incorporated by reference into this prospectus and attached as updatedan exhibit to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.” We refer to this indenture as the “indenture.”

The following is a summary of some provisions of the indenture. The following summary does not purport to be complete, and is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture, including the definitions of specified terms used in the indenture, and the debt securities. We encourage you to read the indenture and the debt securities because they, and not this description, set forth your rights as a holder of our subsequent filingsdebt securities. We will describe the particular terms of any debt securities in the prospectus supplement relating to those debt securities. Parenthetical section references under this heading are references to sections in the indenture unless we indicate otherwise.
General
We may offer the debt securities from time to time in as many distinct series as we may determine. The indenture does not limit the amount of debt securities that we may issue under that indenture. We may, without the consent of the holders of the debt securities of any series, issue additional debt securities ranking equally with, and otherwise similar in all respects to, the debt securities of the series (except for the public offering price and the issue date) so that those additional debt securities will be consolidated and form a single series with the debt securities of the series previously offered and sold.
The debt securities of each series will be issued in fully registered form without interest coupons. We currently anticipate that the debt securities of each series offered and sold pursuant to this prospectus will be issued as global debt securities as described under “— Book-Entry; Delivery and Form; Global Securities” and will trade in book-entry form only.
Debt securities denominated in U.S. dollars will be issued in denominations of $2,000 and any integral multiple of $1,000 in excess thereof, unless otherwise specified in the applicable prospectus supplement. If the debt securities of a series are denominated in a foreign or composite currency, the applicable prospectus supplement will specify the denomination or denominations in which those debt securities will be issued.
Unless otherwise specified in the applicable prospectus supplement, we will repay the debt securities of each series at 100% of their principal amount, together with any premium and accrued and unpaid interest thereon at maturity, except if those debt securities have been previously redeemed or purchased and cancelled.
Unless otherwise specified in the applicable prospectus supplement, the debt securities of each series will not be listed on any securities exchange.
Provisions of Indenture
The indenture provides that debt securities may be issued under it from time to time in one or more series. For each series of debt securities, this prospectus and the applicable prospectus supplement will describe the following terms and conditions of that series of debt securities:
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the title of the series;
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the maximum aggregate principal amount, if any, established for debt securities of the series, provided, however, that such amount may from time to time be increased by a board resolution;
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the price or prices at which the debt securities will be sold;
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the person to whom any interest on a debt security of the series will be payable, if other than the person in whose name that debt security (or one or more predecessor debt securities) is registered at the close of business on the regular record date for such interest;
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the date or dates on which the principal and premium, if any, of any debt securities of the series will be payable or the method used to determine or extend those dates;
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the rate or rates at which any debt securities of the series will bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which any such interest will accrue, or the method by which such date or dates shall be determined, the interest payment dates on which any such interest will be payable and the regular record date, if any, for any such interest payable on any interest payment date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months, the right, if any, to extend or defer interest payments and the duration of such extension or deferral;
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the place or places where the principal of and any premium and interest on any debt securities of the series will be payable, the place or places where the debt securities of such series may be presented for registration of transfer or exchange, the place or places where notices and demands to or upon us in respect of the debt securities of such series may be made and the manner in which any payment may be made;
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the period or periods within which or the date or dates on which, the price or prices at which, the currency or currency units in which, and the terms and conditions upon which any debt securities of the series may be redeemed, in whole or in part, at our option and, if other than by a board resolution, the manner in which any election by us to redeem the debt securities will be evidenced;
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our obligation or right, if any, to redeem or purchase any debt securities of the series pursuant to any sinking fund, amortization or analogous provisions or at the option of the holder thereof and the period or periods within which, the price or prices at which, the currency or currency units in which, and the terms and conditions upon which any debt securities of the series will be redeemed or purchased, in whole or in part, pursuant to such obligation;
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if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which any debt securities of the series will be issuable;
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if other than the trustee, the identity of each security registrar and/or paying agent;
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if the amount of principal of or premium, if any, or interest on any debt securities of the series may be determined with reference to a financial or economic measure or index or pursuant to a formula, the manner in which such amounts will be determined;
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if other than U.S. dollars, the currency, currencies or currency units in which the principal of or premium, if any, or interest on any debt securities of the series will be payable and the manner of determining the equivalent thereof in U.S. dollars for any purpose;
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if the principal of or premium, if any, or interest on any debt securities of the series is to be payable, at our election or the election of the holder thereof, in one or more currencies or currency units other than that or those in which such debt securities are stated to be payable, the currency, currencies or currency units in which the principal of or premium, if any, or interest on such debt securities as to which such election is made will be payable, the periods within which or the dates on which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount will be determined);
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if the provisions of the indenture relating to satisfaction and discharge thereof shall apply to the debt securities of that series as set forth therein, or if provisions for the satisfaction and discharge of the indenture other than as set forth therein shall apply to the debt securities of that series;
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if other than the entire principal amount thereof, the portion of the principal amount of any debt securities of the series which will be payable upon declaration of acceleration of the maturity thereof pursuant to the indenture or the method by which such portion shall be determined;
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if the principal amount payable at the stated maturity of any debt securities of the series will not be determinable as of any one or more dates prior to the stated maturity, the amount which will be
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deemed to be the principal amount of such debt securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which will be due and payable upon any maturity other than the stated maturity or which will be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case, the manner in which such amount deemed to be the principal amount will be determined);
•
if other than by a board resolution, the manner in which any election by us to defease any debt securities of the series pursuant to the indenture will be evidenced; whether any debt securities of the series other than debt securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to the defeasance provisions of the indenture; or, in the case of debt securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the debt securities of the series, in whole or any specified part, will not be defeasible pursuant to the indenture;
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•
if applicable, that any debt securities of the series shall be issuable in whole or in part in the form of one or more global securities and, in such case, the respective depositaries for such global securities, the form of any legend or legends which shall be borne by any such global security in addition to or in lieu of that set forth in the indenture and any circumstances in which any such global security may be exchanged in whole or in part for debt securities registered, and any transfer of such global security in whole or in part may be registered, in the name or names of persons other than the depositary for such global security or a nominee thereof;
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any addition to, deletion from or change in the events of default applicable to any debt securities of the series and any change in the right of the trustee or the requisite holders of such debt securities to declare the principal amount thereof due and payable;
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any addition to, deletion from or change in the covenants applicable to debt securities of the series;
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the terms of any right to convert or exchange debt securities of such series into any other securities or property of ours or of any other corporation or person, and the additions or changes, if any, to the indenture with respect to the debt securities of such series to permit or facilitate such conversion or exchange;
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whether the debt securities of the series will be guaranteed by any persons and, if so, the identity of such persons, the terms and conditions upon which such debt securities will be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;
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whether the debt securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such debt securities will be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of us or of any guarantor;
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whether the debt securities will be issued in a transaction registered under the Securities Exchange Act and any restriction or condition on the transferability of 1934, as amended, before acquiring anythe debt securities of such securities. The occurrenceseries;
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the exchanges, if any, on which the debt securities may be listed; and
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any other terms of the debt securities of the series (which terms will not be inconsistent with the provisions of the indenture, except as permitted thereunder).
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Interest and Interest Rates
General
In the applicable prospectus supplement, we will designate the debt securities of a series as being either debt securities bearing interest at a fixed or floating rate of interest. Each debt security will begin to accrue interest from the date on which it is originally issued. Interest on each such debt security will be payable in arrears on the interest payment dates set forth in the applicable prospectus supplement and as otherwise described below and at maturity or, if earlier, the redemption date described below. Interest will be payable to the holder of record of the debt securities at the close of business on the record date for each interest payment date, which record dates will be specified in such prospectus supplement.

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As used in the indenture, the term “business day” means, with respect to debt securities of a series, unless otherwise specified in the applicable prospectus supplement, any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or obligated by law or executive order to close in the place where the principal of these risks might cause youand premium, if any, and interest on the debt securities are payable.
If any interest payment date, redemption date, repayment date or stated maturity of a debt security, or any date on which a holder has the right to loseconvert such debt security, falls on a date that is not a business day, then payment of principal and premium, if any, or interest, or the redemption price or conversion of such debt security, will be made on the next succeeding business day at such place of payment with the same force and effect as if made on the interest payment date, redemption date or repayment date, or at the stated maturity, or on such conversion date. No interest shall accrue for the period from and after any such interest payment date, redemption date, repayment date, stated maturity or conversion date, as the case may be, to the date of such payment.
Optional Redemption
Redemption at Our Option
If specified in the applicable prospectus supplement, we may elect to redeem all or part of your investmentthe outstanding debt securities of a series from time to time before the maturity date of the debt securities of that series. Upon such election, we will notify the trustee of the redemption date and the principal amount of debt securities of the series to be redeemed. If less than all the debt securities of the series are to be redeemed, the particular debt securities of that series to be redeemed will be selected by the trustee by such method as the trustee deems fair and appropriate. If we shall so direct, debt securities registered in our name or the name of any of our affiliates or subsidiaries shall not be included in the offereddebt securities for redemption. The applicable prospectus supplement will specify the redemption price for the debt securities to be redeemed (or the method of calculating such price), in each case in accordance with the terms and conditions of those debt securities.

Use

Notice of Proceeds

Issuanceredemption will be given to each holder of Common Stock Underlying Warrants:

Wethe debt securities to be redeemed not less than 15 nor more than 60 days prior to the date set for such redemption (or within such period as otherwise specified as contemplated by the indenture for debt securities of a series). This notice will receiveidentify the debt securities to be redeemed and will include the following information: the redemption date; the redemption price (or the method of calculating such price); if less than all of the proceeds from any cash exerciseoutstanding debt securities of such series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the warrants. Ifparticular debt securities to be redeemed; the place or places where such debt securities are to be surrendered for payment of the redemption price; and, if applicable, the CUSIP number of the debt securities to be redeemed.

By no later than 11:00 a.m. (New York City time) on the redemption date, we will deposit or cause to be deposited with the trustee or with a paying agent (or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate and hold in trust as provided in the indenture) an amount of money sufficient to pay the aggregate redemption price of, and (except if the redemption date shall be an interest payment date or the debt securities of such series provide otherwise) accrued interest on, all of the warrants were exerciseddebt securities or the part thereof to be redeemed on that date. On the redemption date, the redemption price will become due and payable upon all of the debt securities to be redeemed, and interest, if any, on the debt securities to be redeemed will cease to accrue from and after that date. Upon surrender of any such debt securities for redemption, we will pay those debt securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption date. If the redemption date is after a regular record date and on or prior to the applicable interest payment date, the accrued and unpaid interest shall be payable to the holder of the redeemed securities registered on the relevant regular record date.
Any debt securities to be redeemed only in fullpart must be surrendered at the office or agency established by us for cash,such purpose, and we would receive gross proceedswill execute, and the trustee will authenticate and deliver to a holder without service charge, new debt securities of $185.2 million. However, there canthe same series and of like tenor, of any authorized denominations as requested by that holder, in a principal amount equal to and in exchange for the unredeemed portion of the debt securities that holder surrenders.

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Repayment at Holder’s Option
If specified in the applicable prospectus supplement, the holders of the debt securities of a series will have the option to elect repayment of those debt securities by us prior to the stated maturity of the debt securities of that series at time or times and subject to the conditions specified in the applicable prospectus supplement. If the holders of those debt securities have that option, the applicable prospectus supplement will specify the optional repayment date or dates on which the debt security may be no assurance that any warrantsrepaid and the optional repayment price, or the method by which such price will be exercised, or if warrants are exercised, how many woulddetermined. The optional repayment price is the price at which, together with accrued interest to the optional repayment date, the debt security may be repaid at the holder’s option on each such optional repayment date.
Except as otherwise may be provided by the terms of the debt securities, any tender of a debt security by the holder for repayment will be irrevocable unless waived by us. Any repayment option of a holder may be exercised by the holder of debt securities for cash. We will receive no proceeds fromless than the saleentire principal amount of the common stock underlyingdebt security; provided that the warrants. We currently intendprincipal amount of the debt security remaining outstanding after repayment will be an authorized denomination. Upon such partial repayment, the debt securities will be canceled and new debt securities for the remaining principal amount will be issued in the name of the holder of the repaid debt securities.
If debt securities are represented by a global security as described under “— Book-Entry; Delivery and Form; Global Securities,” the securities depository for the global security or its nominee will be the holder of the debt security and, therefore, will be the only person that can exercise a right to use these proceeds,repayment. In order to ensure that the depository or its nominee will timely exercise a right to repayment relating to a particular debt security, the beneficial owner of the debt security must instruct the broker or other direct or indirect participant in the depository through which it holds an interest in the debt security to notify the depository of its desire to exercise a right to repayment by the appropriate cut-off time for notifying the participant. Different firms have different cut-off times for accepting instructions from their customers. Accordingly, you should consult the broker or other direct or indirect participant through which you hold an interest in a debt security in order to ascertain the cut-off time by which such an instruction must be given for timely notice to be delivered to the appropriate depository.
Payment and Transfer or Exchange
Principal of and premium, if any, and interest on the debt securities of each series will be payable, and the debt securities may be exchanged or transferred, at the office or agency maintained by us for working capitalsuch purpose. Payment of principal of and general corporate purposes.

Resalepremium, if any, and interest on a global security registered in the name of Common Stock and Warrantsor held by Selling Security Holders:

WeThe Depository Trust Company, or DTC, or its nominee will not receivebe made in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such global security. If any of the proceedsdebt securities is no longer represented by a global security, payment of interest on certificated debt securities in definitive form may, at our option, be made by check mailed directly to holders at their registered addresses. See “— Book-Entry; Delivery and Form; Global Securities.”

A holder may transfer or exchange any certificated debt securities in definitive form at the same location given in the preceding paragraph. No service charge will be made for any registration of transfer or exchange of debt securities, but we may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.
We are not required to transfer or exchange any debt security selected for redemption for a period of 15 days before mailing of a notice of redemption of the debt security to be redeemed.
The registered holder of a debt security will be treated as the owner of it for all purposes.
All amounts of principal of and premium, if any, or interest on the debt securities paid by us that remain unclaimed two years after such payment was due and payable will be repaid to us, and the holders of such debt securities will thereafter look solely to us for payment.
Covenants
The indenture sets forth limited covenants that will apply to each series of debt securities issued under the indenture, unless otherwise specified in the applicable prospectus supplement. However, these covenants do not, among other things:

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limit the amount of indebtedness or lease obligations that may be incurred by us and our subsidiaries;
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limit our ability or that of our subsidiaries to issue, assume or guarantee debt secured by liens; or
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restrict us from paying dividends or making distributions on our capital stock or purchasing or redeeming our capital stock.
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Consolidation, Merger and Sale of Assets
The indenture provides that we may consolidate with or merge with or into any other person, and may sell, transfer, or lease or convey all or substantially all of our properties and assets to another person; provided that the following conditions are satisfied:
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we are the continuing entity, or the resulting, surviving or transferee person (the “Successor”) is a person (if such person is not a corporation, then the Successor will include a corporate co-issuer of the debt securities) organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and the Successor (if not us) will expressly assume, by supplemental indenture, all of our obligations under the debt securities and the indenture and, for each security that by its terms provides for conversion, provide for the right to convert such security in accordance with its terms;
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immediately after giving effect to such transaction, no default or event of default under the indenture has occurred and is continuing; and
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the trustee receives from us an officers’ certificate and an opinion of counsel that the transaction and such supplemental indenture, as the case may be, complies with the applicable provisions of the indenture
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If we consolidate or merge with or into any other person or sell, transfer, lease or convey all or substantially all of our properties and assets in accordance with the indenture, the Successor will be substituted for us in the indenture, with the same effect as if it had been an original party to the indenture. As a result, the Successor may exercise our rights and powers under the indenture, and we will be released from all our liabilities and obligations under the indenture and under the debt securities.
Any substitution of the Successor for us might be deemed for federal income tax purposes to be an exchange of the debt securities for “new” debt securities, resulting in recognition of gain or loss for such purposes and possibly certain other adverse tax consequences to beneficial owners of the debt securities. Holders should consult their own tax advisors regarding the tax consequences of any such substitution.
For purposes of this covenant, “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.
Events of Default
Each of the following events are defined in the indenture as an “event of default” (whatever the reason for such event of default and whether or not it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) with respect to the debt securities of any series:
(1)
default in the payment of any installment of interest on any debt securities of such series for 30 days after becoming due;
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(2)
default in the payment of principal of or premium, if any, on any debt securities of such series when it becomes due and payable at its stated maturity, upon optional redemption, upon declaration or otherwise;
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(3)
default in the performance, or breach, of any covenant or agreement of ours in the indenture with respect to the debt securities of such series (other than a covenant or agreement, a default in the performance of which or a breach of which is elsewhere in the indenture specifically dealt with or that has expressly been included in the indenture solely for the benefit of a series of debt securities
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other than such series), which continues for a period of 90 days after written notice to us by the trustee or to us and the trustee by the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series;
(4)
we pursuant to or within the meaning of the Bankruptcy Law:
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commence a voluntary case or proceeding;
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consent to the entry of an order for relief against us in an involuntary case or proceeding;
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consent to the appointment of a custodian of us or for all or substantially all of our property;
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make a general assignment for the benefit of our creditors;
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file a petition in bankruptcy or answer or consent seeking reorganization or relief;
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consent to the filing of such petition or the appointment of or taking possession by a custodian; or
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take any comparable action under any foreign laws relating to insolvency;
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(5)
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
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is for relief against us in an involuntary case, or adjudicates us insolvent or bankrupt;
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appoints a custodian of us or for all or substantially all of our property; or
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orders the winding-up or liquidation of us (or any similar relief is granted under any foreign laws);
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and the order or decree remains unstayed and in effect for 90 days; or
(6)
any other event of default provided with respect to debt securities of such series occurs.
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“Bankruptcy Law” means Title 11, United States Code or any similar federal or state or foreign law for the relief of debtors. “Custodian” means any custodian, receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.
If an event of default with respect to debt securities of any series (other than an event of default relating to certain events of bankruptcy, insolvency, or reorganization of us) occurs and is continuing, the trustee by notice to us, or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of such series by notice to us and the trustee, may, and the trustee at the request of these holders will, declare the principal of and premium, if any, and accrued and unpaid interest on all the debt securities of such series to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency, or reorganization of us occurs and is continuing, the principal of and premium, if any, and accrued and unpaid interest on the debt securities of such series will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders.
The holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may rescind a declaration of acceleration and its consequences, if we have deposited certain sums with the trustee and all events of default with respect to the debt securities of such series, other than the non-payment of the principal or interest which have become due solely by such acceleration, have been cured or waived, as provided in the indenture.
An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under the indenture.
We are required to furnish the trustee annually within 120 days after the end of our fiscal year a statement by one of our officers to the effect that, to the best knowledge of such officer, we are not in default in the fulfillment of any of our obligations under the indenture or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof.

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No holder of any debt securities of any series will have any right to institute any judicial or other proceeding with respect to the indenture, or for the appointment of a receiver or trustee, or for any other remedy unless:
(1)
an event of default has occurred and is continuing and such holder has given the trustee prior written notice of such continuing event of default with respect to the debt securities of such series;
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(2)
the holders of not less than 25% of the aggregate principal amount of the outstanding debt securities of such series have requested the trustee to institute proceedings in respect of such event of default;
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(3)
the trustee has been offered indemnity reasonably satisfactory to it against its costs, expenses and liabilities in complying with such request;
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(4)
the trustee has failed to institute proceedings 60 days after the receipt of such notice, request and offer of indemnity; and
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(5)
no direction inconsistent with such written request has been given for 60 days by the holders of a majority in aggregate principal amount of the outstanding debt securities of such series.
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The holders of a majority in aggregate principal amount of outstanding debt securities of a series will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee with respect to the debt securities of that series or exercising any trust or power conferred to the trustee, and to waive certain defaults. The indenture provides that if an event of default occurs and is continuing, the trustee will exercise such of its rights and powers under the indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of the debt securities of a series unless they will have offered to the trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request.
Notwithstanding the foregoing, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of and premium, if any, and interest on that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment.
Modification and Waivers
Modification and amendments of the indenture and the debt securities of any series may be made by us and the trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of that series affected thereby; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding debt security of that series affected thereby:
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change the stated maturity of the principal of, or installment of interest on, any debt security;
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•
reduce the principal amount of any debt security or reduce the amount of the principal of any debt security which would be due and payable upon a declaration of acceleration of the maturity thereof or reduce the rate of interest on any debt security;
​
•
reduce any premium payable on the redemption of any debt security or change the date on which any debt security may or must be redeemed;
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•
change the coin or currency in which the principal of, premium, if any, or interest on any debt security is payable;
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•
impair the right of any holder to institute suit for the enforcement of any payment on or after the stated maturity of any debt security (or, in the case of redemption, on or after the redemption date);
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•
reduce the percentage in principal amount of the outstanding debt securities, the consent of whose holders is required in order to take certain actions;
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•
reduce the requirements for quorum or voting by holders of debt securities in the indenture or the debt security;
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•
modify any of the provisions in the indenture regarding the waiver of past defaults and the waiver of certain covenants by the holders of debt securities except to increase any percentage vote required or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each debt security affected thereby;
​
•
make any change that adversely affects the right to convert or exchange any debt security or decreases the conversion or exchange rate or increases the conversion price of any convertible or exchangeable debt security, unless such decrease or increase is permitted by the terms of the debt securities; or
​
•
modify any of the above provisions.
​
We and the trustee may, without the consent of any holders, modify or amend the terms of the indenture and the debt securities of any series with respect to the following:
•
to add to our covenants for the benefit of holders of the debt securities of all or any series or to surrender any right or power conferred upon us;
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•
to evidence the succession of another person to, and the assumption by the successor of our covenants, agreements and obligations under, the indenture pursuant to the covenant described under “— Covenants — Consolidation, Merger and Sale of Assets”;
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•
to add any additional events of default for the benefit of holders of the debt securities of all or any series;
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•
to add one or more guarantees for the benefit of holders of the debt securities;
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•
to secure the debt securities pursuant to the covenants of the indenture;
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•
to add or appoint a successor or separate trustee or other agent;
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•
to provide for the issuance of additional debt securities of any series;
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•
to establish the form or terms of debt securities of any series as permitted by the indenture;
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•
to comply with the rules of any applicable securities depository;
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•
to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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•
to add to, change or eliminate any of the provisions of the indenture in respect of one or more series of debt securities; provided that any such addition, change or elimination (a) shall neither (1) apply to any debt security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (2) modify the rights of the holder of any such debt security with respect to such provision or (b) shall become effective only when there is no debt security described in clause (a)(1) outstanding;
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•
to cure any ambiguity, omission, defect or inconsistency;
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•
to change any other provision; provided that the change does not adversely affect the interests of the holders of debt securities of any series in any material respect;
​
•
to supplement any of the provisions of the indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of debt securities pursuant to the indenture; provided that any such action shall not adversely affect the interests of the holders of debt securities of such series or any other series of debt securities in any material respect;
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•
to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the debt securities may be listed or traded; and
​
•
to add to, change or eliminate any of the provisions of the indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided that such action does not adversely affect the rights or interests of any holder of debt securities in any material respect.
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The holders of at least a majority in aggregate principal amount of the outstanding debt securities of any series may, on behalf of the holders of all debt securities of that series, waive compliance by us with certain

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restrictive provisions of the indenture. The holders of not less than a majority in aggregate principal amount of the outstanding debt securities of a series may, on behalf of the holders of all debt securities of that series, waive any past default and its consequences under the indenture with respect to the debt securities of that series, except a default (1) in the payment of principal or premium, if any, or interest on debt securities of that series or (2) in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each debt security of that series. Upon any such waiver, such default will cease to exist, and any event of default arising therefrom will be deemed to have been cured, for every purpose of the indenture; however, no such waiver will extend to any subsequent or other default or event of default or impair any rights consequent thereon.
Discharge, Defeasance and Covenant Defeasance
We may discharge certain obligations to holders of the debt securities of a series that have not already been delivered to the trustee for cancellation and that either have become due and payable or will become due and payable within one year (or scheduled for redemption within one year) by depositing with the trustee, in trust, funds in U.S. dollars in an amount sufficient to pay the entire indebtedness including, but not limited to, the principal and premium, if any, and interest to the date of such deposit (if the debt securities have become due and payable) or to the maturity thereof or the redemption date of the debt securities of that series, as the case may be. We may direct the trustee to invest such funds in U.S. Treasury securities with a maturity of one year or less or in a money market fund that invests solely in short-term U.S. Treasury securities.
The indenture provides that we may elect either (1) to defease and be discharged from any and all obligations with respect to the debt securities of a series (except for, among other things, obligations to register the transfer or exchange of the debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency with respect to the debt securities and to hold moneys for payment in trust) (“legal defeasance”) or (2) to be released from our obligations to comply with the restrictive covenants under the indenture, and any omission to comply with such obligations will not constitute a default or an event of default with respect to the debt securities of a series and clauses (3) and (6) under “— Events of Default” will no longer be applied (“covenant defeasance”). Legal defeasance or covenant defeasance, as the case may be, will be conditioned upon, among other things, the irrevocable deposit by us with the trustee, in trust, of an amount in U.S. dollars, or U.S. government obligations, or both, applicable to the debt securities of that series which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal or premium, if any, and interest on the debt securities on the scheduled due dates therefor.
If we effect covenant defeasance with respect to the debt securities of any series, the amount in U.S. dollars, or U.S. government obligations, or both, on deposit with the trustee will be sufficient, in the opinion of a nationally recognized firm of independent accountants, to pay amounts due on the debt securities of that series at the time of the stated maturity but may not be sufficient to pay amounts due on the debt securities of that series at the time of the acceleration resulting from such event of default. However, we would remain liable to make payment of such amounts due at the time of acceleration.
We will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance will not cause the holders and beneficial owners of the debt securities of that series to recognize income, gain or loss for federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the saleU.S. Internal Revenue Service or a change in law to that effect.
We may exercise our legal defeasance option notwithstanding our prior exercise of sharesour covenant defeasance option.
Same-Day Settlement and Payment
Unless otherwise provided in the applicable prospectus supplement, the debt securities will trade in the same-day funds settlement system of common stockDTC until maturity or warrantsuntil we issue the debt securities in certificated form. DTC will therefore require secondary market trading activity in the debt securities to settle in immediately available funds. We can give no assurance as to the effect, if any, of settlement in immediately available funds on trading activity in the debt securities.

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Book-Entry; Delivery and Form; Global Securities
Unless otherwise specified in the applicable prospectus supplement, the debt securities of each series will be issued in the form of one or more global debt securities, in definitive, fully registered form without interest coupons, each of which we refer to as a “global security.” Each such global security will be deposited with the trustee as custodian for DTC and registered in the name of a nominee of DTC in New York, New York for the accounts of participants in DTC.
Investors may hold their interests in a global security directly through DTC if they are DTC participants, or indirectly through organizations that are DTC participants. Except in the limited circumstances described below, holders of debt securities represented by interests in a global security will not be entitled to receive their debt securities in fully registered certificated form.
DTC has advised us as follows: DTC is a limited-purpose trust company organized under New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of institutions that have accounts with DTC (“participants”) and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s book-entry system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.
Ownership of Beneficial Interests
Upon the issuance of each global security, DTC will credit, on its book-entry registration and transfer system, the respective principal amount of the individual beneficial interests represented by the sellingglobal security holders. However, weto the accounts of participants. Ownership of beneficial interests in each global security will receive proceeds from any cash exercisebe limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in each global security will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in the global security other than participants).
So long as DTC or its nominee is the registered holder and owner of a global security, DTC or such nominee, as the case may be, will be considered the sole legal owner of the warrants. However, there candebt security represented by the global security for all purposes under the indenture, the debt securities and applicable law. Except as set forth below, owners of beneficial interests in a global security will not be no assuranceentitled to receive certificated debt securities and will not be considered to be the owners or holders of any debt securities represented by the global security. We understand that under existing industry practice, in the event an owner of a beneficial interest in a global security desires to take any warrantsactions that DTC, as the holder of the global security, is entitled to take, DTC would authorize the participants to take such action, and that participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them. No beneficial owner of an interest in a global security will be exercised,able to transfer such interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the indenture. Because DTC can only act on behalf of participants, who in turn act on behalf of others, the ability of a person having a beneficial interest in a global security to pledge that interest to persons that do not participate in the DTC system, or otherwise to take actions in respect of that interest, may be impaired by the lack of a physical certificate representing that interest.
All payments on the debt securities represented by a global security registered in the name of and held by DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner and holder of the global security.
We expect that DTC or its nominee, upon receipt of any payment of principal, premium, if any, or interest in respect of a global security, will credit participants’ accounts with payments in amounts

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proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global security held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for accounts for customers registered in the names of nominees for such customers. These payments, however, will be the responsibility of such participants and indirect participants, and neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in any global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or the relationship between such participants and the owners of beneficial interests in the global security.
Unless and until it is exchanged in whole or in part for certificated debt securities, each global security may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC. Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.
We expect that DTC will take any action permitted to be taken by a holder of debt securities only at the direction of one or more participants to whose account the DTC interests in a global security are credited and only in respect of such portion of the aggregate principal amount of the debt securities as to which such participant or participants has or have given such direction. However, if there is an event of default under the debt securities, DTC will exchange each global security for certificated debt securities, which it will distribute to its participants.
Although we expect that DTC will agree to the foregoing procedures in order to facilitate transfers of interests in each global security among participants of DTC, DTC is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of we, the underwriters or the trustee will have any responsibility for the performance or nonperformance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
The indenture provides that the global securities will be exchanged for debt securities in certificated form of like tenor and of an equal principal amount, in authorized denominations in the following limited circumstances:
(1)
DTC notifies us that it is unwilling or unable to continue as depository or if warrantsDTC ceases to be eligible under the indenture and we do not appoint a successor depository within 90 days;
​
(2)
we determine that the debt securities will no longer be represented by global securities and execute and deliver to the trustee an order to such effect; or
​
(3)
an event of default with respect to the debt securities will have occurred and be continuing.
​
These certificated debt securities will be registered in such name or names as DTC will instruct the trustee. It is expected that such instructions may be based upon directions received by DTC from participants with respect to ownership of beneficial interests in global securities.
The information in this section of this prospectus concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we do not take responsibility for this information.
Euroclear and Clearstream
If the depositary for a global security is DTC, you may hold interests in the global security through Clearstream Banking, société anonyme, which we refer to as “Clearstream,” or Euroclear Bank SA/NV, as operator of the Euroclear System, which we refer to as “Euroclear,” in each case, as a participant in DTC. Euroclear and Clearstream will hold interests, in each case, on behalf of their participants through customers’ securities accounts in the names of Euroclear and Clearstream on the books of their respective depositaries, which in turn will hold such interests in customers’ securities in the depositaries’ names on DTC’s books.

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Payments, deliveries, transfers, exchanges, notices and other matters relating to the debt securities made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those systems could change their rules and procedures at any time. We have no control over those systems or their participants, and we take no responsibility for their activities. Transactions between participants in Euroclear or Clearstream, on one hand, and other participants in DTC, on the other hand, would also be subject to DTC’s rules and procedures.
Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions involving any securities held through those systems only on days when those systems are exercised, how many wouldopen for business. Those systems may not be exercisedopen for cash. business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences, U.S. investors who hold their interests in the debt securities through these systems and wish on a particular day, to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or Clearstream may need to make special arrangements to finance any purchase or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than transactions within one clearing system.
Governing Law
The indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.
Regarding the Trustee
We currently intendmay from time to use theses proceeds,time maintain lines of credit, and have other customary banking relationships, with the trustee under the indenture.
The indenture and provisions of the Trust Indenture Act that are incorporated by reference therein contain limitations on the rights of the trustee, should it become one of our creditors, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with us or any of our affiliates; provided, however, that if it acquires any for workingconflicting interest (as defined under the Trust Indenture Act), it must eliminate such conflict or resign.

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DESCRIPTION OF CAPITAL STOCK
The following is a description of our capital and general corporate purposes.

Price Range of Securities and Dividends

Our common stock and warrants are traded on The NASDAQ Capital Market under the symbols “LIND” and “LINDW,” respectively. The following table sets forth the high and low sales prices for our common stock and warrants for the periods indicated since the common stock and warrants commenced public trading separately on July 1, 2013.

  Units*  Common Stock  Warrants 
Period High  Low  High  Low  High  Low 
                   
Fiscal 2015:                  
Third Quarter**  N/A   N/A  $10.85  $8.20  $2.48 $0.80
Second Quarter $13.80  $10.52  $12.00  $10.20  $2.71  $1.05 
First Quarter $10.50  $9.85  $10.20  $8.91  $1.10  $0.26 
                         
Fiscal 2014:                        
Fourth Quarter $10.37  $9.90  $9.88  $7.86  $0.54  $0.32 
Third Quarter $10.60  $9.97  $10.05  $8.90  $0.55  $0.28 
Second Quarter $12.21  $9.90  $10.53  $9.66  $0.69  $0.49 
First Quarter $10.95  $10.05  $9.89  $9.62  $0.65  $0.49 
                         
Fiscal 2013:                        
Fourth Quarter $12.95  $10.00  $9.75  $9.55  $0.79  $0.60 
Third Quarter*** $10.24  $10.00  $10.10  $9.26  $1.05  $0.40 
Second Quarter*** $10.20  $10.01   --   --   --   -- 

*Our units were separated into one share of common stock and 0.5 warrants in connection with the mergers with Lindblad.
**Information through August 26, 2015.
***Trading commenced May 10, 2013 for our units and July 1, 2013 for our warrants and common stock.

Holders

As of August 26, 2015, there was 10 holders of recordcertain provisions of our common stock and 11 holders of record of our warrants.

Dividends

We have not paid any cash dividends on our common stock to date and it is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future. The payment of dividends is also subject to restrictions pursuant to oursecond amended and restated credit facility.

Descriptioncertificate of Capitalincorporation, amended bylaws and certain provisions of applicable law. The following is only a summary and is qualified by applicable law and by the provisions of our second amended and restated certificate of incorporation and amended bylaws, copies of which are included as exhibits to the registration statement of which this prospectus forms a part. We are incorporated in the State of Delaware. The rights of our stockholders are generally covered by Delaware law and our second amended and restated certificate of incorporation and amended bylaws. The terms of our capital stock are therefore subject to Delaware law, including the Delaware General Corporation Law.

Authorized and Outstanding Stock

We are authorized to issue 200,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. As of August 26, 2015, 44,717,759May 22, 2020, 49,831,412 shares of common stock are outstanding.

The description below summarizes the material terms of our common stock, preferred stock, options and warrants and provisions of our second amended and restated certificate of incorporation bylaws and the warrant agreement.amended bylaws. This description is only a summary. For more detailed information, you should refer to exhibits filed as part of the registration statement of which this prospectus is a part and incorporated by reference into this prospectus. See “Where You Can Find More Information.”

Common Stock

Our stockholders are entitled to one vote for each share of common stock held on all matters to be voted on by stockholders. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors. Our stockholders have no liquidation, conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock.

Under the U.S. Citizenship and Cabotage laws principally containedapplicable to the transportation of passengers in 46 U.S.C. §50501(a), (b) and (d) and 46 U.S.C. Chapter 551the U.S. coastwise trades and the regulations promulgated thereunder (the “Jones Act”“Coastwise Laws”) and so long as we operate U.S. flagged vessels in coastwise trade, at least 75% of the outstanding shares of each class or series of our capital stock must be beneficially owned and controlled by U.S. citizens within the meaning of the Jones Act.Coastwise Laws. Certain provisions of our second amended and restated certificate of incorporation are intended to facilitate compliance with this requirement.

Under the provisions of our second amended and restated certificate of incorporation, any transfer, or attempted transfer, of any shares of capital stock will be void if the effect of such transfer, or attempted transfer, would be to cause one or more non-U.S. citizens in the aggregate to own (of record or beneficially) shares of any class or series of our capital stock in excess of 22% of the outstanding shares of such class or series.

In the event such restrictions voiding transfers would be ineffective for any reason, our second amended and restated certificate of incorporation provides that if any transfer would otherwise result in the number of shares of any class or series of capital stock owned (of record or beneficially) by non-U.S. citizens being in excess of 22% of the outstanding shares of such class or series, such transfer will cause such excess shares to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries that are U.S. citizens. The proposed transferee will have no rights in the shares transferred to the trust, and the trustee, who is a U.S. citizen chosen by us and unaffiliated with us or the proposed transferee, will have all voting, dividend and distribution rights associated with the shares held in the trust. The trustee will sell such excess shares to a U.S. citizen within 20 days of receiving notice from us and distribute to the proposed transferee the lesser of the price that the proposed transferee paid for such shares and the amount received from the sale, and any gain from the sale will be paid to the charitable beneficiary of the trust.


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These trust transfer provisions also apply to situations where ownership of a class or series of capital stock by non-U.S. citizens in excess of 22% would be exceeded by a change in the status of a record or beneficial owner thereof from a U.S. citizen to a non-U.S. citizen, in which case such person will receive the lesser of the market price of the shares on the date of such status change and the amount received from the sale. In addition, under our second amended and restated certificate of incorporation, if the sale or other disposition of shares of common stockCommon Stock would result in non-U.S. citizens owning (of record or beneficially) in excess of 22% of the outstanding shares of common stock,Common Stock, the excess shares shall be automatically transferred to a trust for disposal by a trustee in accordance with the trust transfer provisions described above. As part of the foregoing trust transfer provisions, the trustee will be deemed to have offered the excess shares in the trust to us at a price per share equal to the lesser of  (i) the market price on the date we accept the offer and (ii) the price per share in the purported transfer or original issuance of shares, as described in the preceding paragraph, or the market price per share on the date of the status change, that resulted in the transfer to the trust.

As a result of the above trust transfer provisions, a proposed transferee that is a non-U.S. citizen or a record or beneficial owner whose citizenship status change results in excess shares may not receive any return on its investment in shares it purportedly purchases or owns, as the case may be, and it may sustain a loss.

To the extent that the above trust transfer provisions would be ineffective for any reason, our second amended and restated certificate of incorporation provides that, if the percentage of the shares of any class or series of capital stock owned (of record or beneficially) by non-U.S. citizens is known to us to be in excess of 22% for such class or series, we, in our sole discretion, shall be entitled to redeem all or any portion of such shares most recently acquired (as determined by us in accordance with guidelines that are set forth in our second amended and restated certificate of incorporation), by non-U.S. citizens, or owned (of record or beneficially) by non-U.S. citizens as a result of a change in citizenship status, in excess of such permitted percentage for such class or series at a redemption price based on a fair market value formula that is set forth in our second amended and restated certificate of incorporation. Such excess shares shall not be accorded any voting, dividend or distribution rights until they have ceased to be excess shares, provided that they have not been already redeemed by us.

In order to assist our compliance with the Jones Act,Coastwise Laws, our second amended and restated certificate of incorporation permits us to require that any record or beneficial owner of any shares of our capital stock provide us with certain documentation concerning such owner’s citizenship. These provisions include a requirement that every person acquiring, directly or indirectly, five percent (5%) or more of the shares of any class or series of our capital stock must provide us with specified citizenship documentation. In the event that any person does not submit such requested or required documentation to us, our second amended and restated certificate of incorporation provides us with certain remedies, including the suspension of the voting rights of the person’s shares owned by persons unable or unwilling to submit such documentation and the payment of dividends and distributions with respect to those shares into a segregated account.

Preferred Stock

There are no shares of preferred stock outstanding. Our second amended and restated certificate of incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of common stock.Common Stock. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control. Although we do not currently intend to issue any shares of preferred stock, we can provide no assurance that we will not do so in the future.

Warrants

As of August 26, 2015, 16,100,000 warrants are outstanding, consisting of 10,000,000 public warrants, 5,600,000 sponsor warrants and 500,000 conversion warrants.

Public Warrants.Each public warrant currently entitles the registered holder to purchase one share of our common stock at a price of $11.50 per whole share, subject to adjustment as discussed below. However, no public warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days of July 8, 2015, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise such public warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their public warrants on a cashless basis. If a warrant holder is able to exercise a public warrant on a cashless basis, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the public warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. Public warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. The public warrants will expire on July 8, 2020 at 5:00 p.m., New York City time, unless early exercised or redeemed.

Sponsor Warrants and Conversion Warrants.The sponsor warrants and the conversion warrants are identical to the public warrants except that such warrants are exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis pursuant to the formula set forth above, at the holder’s option, and will not be redeemable us, in each case so long as they are still held by the initial purchasers or their affiliates.

Redemption. We may call the warrants for redemption (excluding the sponsor warrants and any conversion warrants so long as they are still held by the initial purchasers or their affiliates), in whole and not in part, at a price of $0.01 per warrant:

●at any time while the warrants are exercisable,

●upon not less than 30 days’ prior written notice of redemption to each warrant holder,

●if, and only if, the reported last sale price of the shares of common stock equals or exceeds $24.00 per share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, and

●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.

The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” If a warrant holder is required to exercise a warrant on a cashless basis, such holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. In this case, the “fair market value” shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive stock issuances.

Warrant Agreement.The warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants (including the sponsor and conversion warrants) in order to make any change that adversely affects the interests of the registered holders.

Adjustments.The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.

Exercise.The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

Ownership Limitations.Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the shares of common stock outstanding.

Fractions.No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up or down to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Dividends

We have not paid any cash dividends on our common stock to date. It is the present intention of our board of directors to retain all earnings, if any, for use in its business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future.


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Transfer Agent and Warrant Agent

The transfer agent for our securities and warrant agent for our warrantscommon stock is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004.

The NASDAQ Capital Market Listing

Our common stock is listed on The NASDAQ Capital Market under the symbol “LIND” and our warrants are listed on The NASDAQ Capital Market under the symbol “LINDW.“LIND.”

Outstanding Stock Options and 2015 Long-Term Incentive Plan

2015 Plan.Our board of directors and stockholders approved the 2015 Long-Term Incentive Plan (referred to as the “2015 Plan”) providing us with the ability to issue up to 2,500,000 shares of our common stock to our

employees, consultants and non-employee directors. The 2015 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash based awards. As of August 26, 2015, no awards have been made under the 2015 Plan.

Outstanding Stock Options. In connection with the mergers with Lindblad, certain stock options previously granted by Lindblad under the Lindblad Expeditions, Inc. 2012 Stock Incentive Plan (the “Lindblad Plan”) were assumed by us and converted into options to purchase shares of our common stock. We assumed outstanding stock options and converted such options into options to purchase an aggregate of 3,821,696 shares of our common stock with an exercise price of $1.76 per share. The options will vest and become exercisable as follows:

●33.3% of the options vested on August 8, 2015. These options will expire on December 31, 2015 if not exercised on or before that date.
●16.7% of the options will vest on January 1, 2016. These options will expire on December 31, 2016 if not exercised on or before that date.
●25% of the options will vest on December 31, 2016. These options will expire on December 31, 2017 if not exercised on or before that date.
●25% of the options will vest on December 31, 2017. These options will expire on December 31, 2018 if not exercised on or before that date.

The vesting schedule as set forth above is subject to the executive’s continued employment through the applicable vesting date, provided that in the event a Qualifying Termination occurs (as defined in each of the respective option award agreements), any such options that would have vested within the next 12 months following the termination date if the executive had remained employed will accelerate and vest upon termination.

Registration Rights

The holders of our founder’sinitial shares, issued and outstanding prior to our initial public offering, as well as the former holders of the sponsor warrants and conversionprivate warrants, are entitled to registration rights pursuant to a registration rights agreement. This registration statement relatesagreement that we entered into on May 10, 2013 in connection with our IPO. These holders are entitled to certain “piggy-back” registration rights that the holders are entitled to under the registration rights agreement with us.agreement. The holders of a majority of these securities are also entitled to make up to two additional demands that we register such securities. The holders of the majority of the founder’s shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

Certain The Company filed a Form S-3 resale registration statement required by this registration rights agreement that was declared effective by the SEC on September 16, 2015. As of the date of this prospectus, holders have one demand remaining under this registration rights agreement.

In addition, certain former stockholders of Lindblad Expeditions, Inc., including our President and Chief Executive Officer Sven-Olof Lindblad, entered into a registration rights agreement, dated as of July 8, 2015, with us with respect to our shares of common stock received as consideration for the mergers with Lindblad.Lindblad Expeditions, Inc. Such rights include two demand registration rights and unlimited “piggy-back” registration rights on terms generally comparable to the registration rights applying to our founder’sfounders prior to our initial public offering.

IPO. As of the date of this prospectus, holders have two demands remaining under this registration rights agreement.

Delaware Law and Certain Charter and Bylaw Provisions

Certain Anti-Takeover Provisions of Delaware Law and our Second Amended and Restated Certificate of Incorporation and Amended By-Laws

Staggered board of directors.   Our second amended and restated certificate of incorporation provides that our board of directors will be classified into three classes of directors of approximately equal size. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.

Special meeting of stockholders.   Our amended bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our president or by our chairman or by our secretary at the request in writing of stockholders owning a majority of our issued and outstanding capital stock entitled to vote.

Advance notice requirements for stockholder proposals and director nominations.   Our amended bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be delivered to our principal executive offices not later than the close of business on the 60th60th day nor earlier than the close of business on the 90th90th day prior to the scheduled date of the annual meeting of stockholders. In the event that less than 70 daysdays’ notice or prior public disclosure of the date of the annual meeting of stockholders is given, a stockholder’s notice shall be timely if delivered to our principal executive offices not later than the 10th10th day following the day on which public announcement of the date of our annual meeting of stockholders is first made or sent by us. Our amended bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

Authorized but unissued shares.shares.   Our authorized but unissued common stockCommon Stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The

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existence of authorized but unissued and unreserved common stockCommon Stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Section 203 of the Delaware General Corporation Law.   We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

●before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
●upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
●on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

•
before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
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upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662∕3% of the outstanding voting stock that is not owned by the interested stockholder.
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In general, Section 203 defines business combination to include the following:

●any merger or consolidation involving the corporation and the interested stockholder;

●any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

●subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

●any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

●the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

•
any merger or consolidation involving the corporation and the interested stockholder;
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any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
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subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
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the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.
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Limitation on Liability and Indemnification of Directors and Officers

Our second amended and restated certificate of incorporation provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as it now exists or may in the future be amended. In addition, our second amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

Our amended bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit indemnification. We have obtained a policy of directors’ and officers’ liability insurance.

Our agreements with Sven-Olof Lindblad, Ian RogersTrey Byus, Craig I. Felenstein, Philip Auerbach and Trey ByusBen Bressler each provide that we shall indemnify the executive to the fullest extent permitted by the laws of the State of Delaware against all damages, costs, expenses and other liabilities reasonably incurred or sustained in connection with any suit, action or proceeding the executive may be made a party by reason of being or having been a director or officer of the companyCompany or any of its subsidiaries, or having served in any other capacity or taken any other action purportedly on behalf of or at the request of the companyCompany or any of its subsidiaries.


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These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.

SELLING SECURITY HOLDERS

The selling security holders


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DESCRIPTION OF WARRANTS
We may offerissue warrants in the future for the purchase of debt securities, common stock, preferred stock, units or other securities. Warrants may be issued independently or together with debt securities, common stock, preferred stock or units offered by any prospectus supplement and/or other offering material and sell,may be attached to or separate from timeany such offered securities. Each series of warrants will be issued under a separate warrant agreement to time, anybe entered into between us and a bank or alltrust company, as warrant agent, provided that we may also act as warrant agent and enter into warrant agreements directly with the purchasers of securities offered pursuant to this prospectus. In each case, the terms of the warrants will be set forth in the prospectus supplement and/or other offering material relating to the particular issue of warrants. The warrant agent, if any, will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants.
The following summary of certain provisions of the warrants we may issue in the future does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the warrant agreements.
Reference is made to the prospectus supplement and/or other offering material relating to the particular issue of warrants offered pursuant to such prospectus supplement and/or other offering material for the terms of and information relating to such warrants, including, where applicable:
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the designation, aggregate principal amount, currencies, denominations and terms of the series of debt securities purchasable upon exercise of warrants to purchase debt securities and the price at which such debt securities may be purchased upon such exercise;
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the number of shares of common stock or preferred stock purchasable upon the exercise of warrants and warrants covered by this prospectus.

The securities being offering for resale by the selling security holders named in this prospectus or their permitted transferees consistprice at which such number of (i) 4,625,000 shares of our common stock originally sold in a private placement to our initial stockholders prior to our initial public offering; (ii) 5,600,000 sponsor warrants originally sold in a private placement that closed simultaneously with the consummation of our initial public offering and (iii) 500,000 conversion warrants issued in connection with conversion of $500,000 of convertible notes into warrants.

The selling security holders include the following individuals (or their affiliated entities): Mark D. Ein, L. Dyson Dryden, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha. Messrs. Calcano, Donaldson and Sodha previously served as members of our Board of Directors until our mergers with Lindblad Expeditions, Inc. on July 8, 2015. Messrs. Ein and Dryden currently serve as members of our Board of Directors with Mr. Ein serving as Chairman of the Board. Prior to the mergers with Lindblad Expeditions, Inc. on July 8, 2015, Mr. Ein served as our Chief Executive Officer, Treasurer and Secretary, and Mr. Dryden served as our Chief Financial Officer. The securities being registered for resale by the selling security holders by this prospectus are pursuant to a registration rights agreement with us.

In connection with our initial public offering, each of the selling security holders entered into an escrow agreement pursuant to which their shares of common stock or preferred stock may be purchased priorupon such exercise;

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the designation and number of units of other securities purchasable upon the exercise of warrants to our initial public offering are held in escrow and may not be transferred (subject to limited exceptions) until twelve months after July 8, 2015 or earlier if, the last sales price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after July 8, 2015, subject to certain exceptions. In addition, a portion of the shares are subject to forfeiture in the event the last sales price of our stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within the four years following July 8, 205. Such shares will be released from escrow at the same time as thepurchase other initial shares to the extent they have been earned at such time.

The selling security holders may offer, sell or distribute all or a portion of their securities publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from the sale by the selling security holders of the securities owned by the selling security holders. We will bear all costs, expenses and fees in connection with the registration of these securities and the selling security holders will bear all commissions and discounts, if any, attributable to their saleprice at which such number of securities.

The following table provides, asunits of August 26, 2015, information regarding the beneficial ownership of our common stock and warrants held by each selling security holder, thesuch other securities that may be sold by each selling security holder under this prospectus and the number and percentage of securities that each selling security holder will beneficially own after this offering if they sell allpurchased upon such securities. The percentage of beneficial ownership is calculated based on 44,717,759 outstanding shares of common stock as of August 26, 2015. Derivative securities exercisable or convertible into shares of our common stock within sixty (60) days of August 26, 2015 are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding securities, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*). Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The business address of each of the selling security holders is 509 7th Street, N.W., Washington, D.C. 20004.

Because each selling security holder may dispose of all, none or some portion of their securities, no estimate can be given as to the number of securities that will be beneficially owned by a selling security holder upon termination of this offering. For purposes of the table below, however, we have assumed that after termination of this offering none of the securities covered by this prospectus will be beneficially owned by the selling security holders and further assumed that the selling security holders will not acquire beneficial ownership of any additional securities during the offering. In addition, the selling security holders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of the Securities Act of 1933, as amended, after exercise;

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the date on which the informationright to exercise such warrants shall commence and the date on which such right shall expire;
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U.S. federal income tax consequences applicable to such warrants;
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the amount of warrants outstanding as of the most recent practicable date; and
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any other terms of such warrants.
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Warrants will be issued in registered form only. The exercise price for warrants will be subject to adjustment in accordance with the applicable prospectus supplement and/or other offering material.
Each warrant will entitle the holder thereof to purchase such principal amount of debt securities or such number of shares of common stock, preferred stock, units or other securities at such exercise price as shall in each case be set forth in, or calculable from, the prospectus supplement and/or other offering material relating to the warrants, which exercise price may be subject to adjustment upon the occurrence of certain events as set forth in such prospectus supplement and/or other offering material. After the close of business on the expiration date, or such later date to which such expiration date may be extended by us, unexercised warrants will become void. The place or places where, and the manner in which, warrants may be exercised shall be specified in the table is presented.

prospectus supplement and/or other offering material relating to such warrants.

Prior to the exercise of any warrants to purchase debt securities, common stock, preferred stock, units or other securities, holders of such warrants will not have any of the rights of holders of the underlying securities, as the case may be, purchasable upon such exercise, including the right to receive payments of principal of, premium, if any, or interest, if any, on the debt securities purchasable upon such exercise or to enforce covenants in the applicable indenture, or to receive payments of dividends, if any, on the common stock purchasable upon such exercise, or to exercise any applicable right to vote.

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DESCRIPTION OF SUBSCRIPTION RIGHTS
We may amendissue subscription rights to purchase debt securities, common stock, preferred stock, warrants, units other securities described in this prospectus or any combination thereof. These subscription rights may be issued independently or together with any other security offered by us and may or may not be transferable by the stockholder receiving the subscription rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other investors pursuant to which the underwriters or other investors may be required to purchase any securities remaining unsubscribed for after such offering.
To the extent appropriate, the applicable prospectus supplement will describe the specific terms of the subscription rights to purchase shares of our securities offered thereby, including the following:
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the date of determining the stockholders entitled to the rights distribution;
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the price, if any, for the subscription rights;
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the exercise price payable for the debt securities, common stock, preferred stock, warrants, units or other securities upon the exercise of the subscription right;
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the number of subscription rights issued to each stockholder;
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the amount of debt securities, common stock, preferred stock, warrants, units or other securities that may be purchased per each subscription right;
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any provisions for adjustment of the amount of securities receivable upon exercise of the subscription rights or of the exercise price of the subscription rights;
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the extent to which the subscription rights are transferable;
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the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;
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the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities;
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the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights;
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any applicable federal income tax considerations; and
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any other terms of the subscription rights, including the terms, procedures and limitations relating to the transferability, exchange and exercise of the subscription rights.
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DESCRIPTION OF SECURITIES PURCHASE CONTRACTS
We may issue securities purchase contracts, which consist of contracts obligating holders to purchase from us, and obligating us to sell to the holders, a specified number of shares of common stock, preferred stock, warrants, units, debt securities or other securities at a future date or dates, which we refer to in this prospectus as “securities purchase contracts.” The terms and conditions for any purchase and sale rights or obligations, as well as the price per share of the underlying securities (if applicable) and the number or value of the underlying securities, may be fixed at the time the securities purchase contracts are issued or may be determined by reference to a specific formula set forth in the securities purchase contracts.
The securities purchase contracts may be issued separately or as part of units, other securities or debt obligations of third parties, including U.S. treasury securities, securing the holders’ obligations to purchase the securities under the securities purchase contracts. The securities purchase contracts may require holders to secure their obligations under the securities purchase contracts in a specified manner. The securities purchase contracts also may require us to make periodic payments to the holders thereof or vice versa, and those payments may be unsecured or refunded on some basis.
The securities purchase contracts, and, if applicable, collateral or depositary arrangements, relating to the securities purchase contracts, will be filed with the SEC in connection with the offering of securities purchase contracts. The prospectus supplement and/or other offering material relating to a particular issue of securities purchase contracts will describe the terms of those securities purchase contracts, including the following:
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if applicable, a discussion of material U.S. federal income tax considerations; and
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any other information we think is important about the securities purchase contracts.
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DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units consisting of one or more shares of common stock, shares of preferred stock, debt securities, warrants, subscription rights and securities purchase contracts, or any combination of the foregoing.
The applicable prospectus supplement will specify the following terms of the units:
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the terms of the underlying securities comprising the units, including whether and under what circumstances the underlying securities may be traded separate of the units;
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a description of the terms of any unit agreement governing the units (if any);
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if appropriate, a discussion of material U.S. federal income tax considerations; and
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a description of the provisions for the payment, settlement, transfer or exchange of the units.
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PLAN OF DISTRIBUTION
We may sell securities in any one or more of the following ways from time to time: (i) through agents; (ii) to or through underwriters; (iii) through brokers or dealers; (iv) directly to purchasers, including through a specific bidding, auction or other process; (v) upon the exercise of subscription rights that may be distributed to our stockholders; or (vi) through a combination of any of these methods of sale. The applicable prospectus supplement and/or other offering material will contain the terms of the transaction, name or names of any underwriters, dealers, agents and the respective amounts of securities underwritten or purchased by them, the initial public offering price of the securities, and the applicable agent’s commission, dealer’s purchase price or underwriter’s discount. Any dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts.
Any initial offering price, dealer purchase price, discount or commission may be changed from time to time.
The securities may be distributed from time to time in the future to updateone or change this selling security holders list and the securities thatmore transactions, at negotiated prices, at a fixed price or fixed prices (that may be resold.

See the section entitled “Plan of Distribution” for further information regarding the stockholders’ method of distributing these shares.

Name of Selling Security Holder Number of Shares Beneficially Owned Prior to Offering  Number of Shares of Common Stock Offered  

Number of Warrants Offered

  Number of Shares Beneficially Owned After Offering 
  Number  Percentage        Number  Percentage 
Capitol Acquisition Management 2 LLC(1)  7,461,091   15.3%  3,456,416   4,004,675   --   -- 
L. Dyson Dryden(2)  2,380,142   5.2%  1,045,251   1,334,891   --   -- 
Lawrence Calcano(3)  294,589   *   41,111   253,478   --   -- 
Richard C. Donaldson(4)  294,589   *   41,111   253,478   --   -- 
Piyush Sodha(5)  294,589   *   41,111   253,478   --   -- 

1)Represents shares held by Capitol Acquisition Management 2 LLC, of which Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member. As a result, Mr. Ein has voting and dispositive control over such shares. Includes 3,625,173 sponsor warrants, 352,500 conversion warrants and 93,417 shares of incentive common stock, subject to forfeiture if the Company’s common stock does not trade above $13.00 per share for any 20 trading days during any 30-day period within 4 years of July 8, 2015, which will be contributed to National Geographic for the purpose of the Lindblad Expeditions - National Geographic Joint Fund for Exploration and Conservation, for no additional consideration, within three business days after their release from escrow in connection with the lapse of such forfeiture conditions.

2)Includes 1,045,251 sponsor warrants, 117,500 conversion warrants and 28,250 shares of incentive common stock, subject to forfeiture if the Company’s common stock does not trade above $13.00 per share for any 20 trading days during any 30-day period within 4 years of July 8, 2015, which will be contributed to National Geographic for the purpose of the Lindblad Expeditions - National Geographic Joint Fund for Exploration and Conservation, for no additional consideration, within three business days after their release from escrow in connection with the lapse of such forfeiture conditions.

3)Includes 243,478 sponsor warrants, 10,000 conversion warrants and 1,111 shares of incentive common stock, subject to forfeiture if the Company’s common stock does not trade above $13.00 per share for any 20 trading days during any 30-day period within 4 years of July 8, 2015, which will be contributed to National Geographic for the purpose of the Lindblad Expeditions - National Geographic Joint Fund for Exploration and Conservation, for no additional consideration, within three business days after their release from escrow in connection with the lapse of such forfeiture conditions.

4)Includes 243,478 sponsor warrants, 10,000 conversion warrants and 1,111 shares of incentive common stock, subject to forfeiture if the Company’s common stock does not trade above $13.00 per share for any 20 trading days during any 30-day period within 4 years of July 8, 2015, which will be contributed to National Geographic for the purpose of the Lindblad Expeditions - National Geographic Joint Fund for Exploration and Conservation, for no additional consideration, within three business days after their release from escrow in connection with the lapse of such forfeiture conditions.

5)Includes 243,478 sponsor warrants, 10,000 conversion warrants and 1,111 shares of incentive common stock, subject to forfeiture if the Company’s common stock does not trade above $13.00 per share for any 20 trading days during any 30-day period within 4 years of July 8, 2015, which will be contributed to National Geographic for the purpose of the Lindblad Expeditions - National Geographic Joint Fund for Exploration and Conservation, for no additional consideration, within three business days after their release from escrow in connection with the lapse of such forfeiture conditions.

Plan of Distribution

Issuance of Common Stock Underlying Warrants:

Pursuant to the terms of the warrants, shares of our common stock will be issued to those warrant holders who, directly or through their broker, banker, trustee or other nominee, surrender the certificates representing the warrants or provide exercise instructions with respect to uncertificated warrants and provide payment of the exercise price, or select the cashless exercise option, if available, to the warrant agent. We do not know if or when any warrants will be exercised. We also do not know whether or in what manner any of the shares of common stock acquired upon exercise will be sold.

We will bear all costs, expenses and fees in connection with the registration and issuance of the common stock issuable upon exercise of the warrants. We will not bear any of the brokerage commissions, selling expenses or similar costs related to any resales of the common stock.

Resale of Common Stock and Warrants by Selling Security Holders:

We are registering common stock and warrants offered by this prospectus on behalf of the selling security holders named herein. The selling security holders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling common stock and/or warrants received after the date of this prospectus from a selling security holder as a gift, pledge, limited liability company or partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their securities on The NASDAQ Capital Market or any other stock exchange,change), at market or trading facility on which such securities are traded or in private transactions. These dispositions may be at fixed prices at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varyingvarious prices determined at the time of sale or at negotiatedprices related to prevailing market prices.

The selling security holders

Offers to purchase securities may use any onebe solicited directly by us or moreby agents designated by us from time to time. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the following methods when disposingsecurities so offered and sold.
If underwriters are utilized in the sale of any securities in respect of which this prospectus is being delivered, such securities will be acquired by the underwriters for their securities or interests therein:

●ordinary brokerage transactionsown account and transactions in which the broker-dealer solicits purchasers;
●in underwritten transactions;
●block trades in which the broker-dealer will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
●purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
●an exchange distribution in accordance with the rules of the applicable exchange;
●privately negotiated transactions;
●short sales;
●through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
●broker-dealers may agree with the selling security holders to sell a specified number of such securities at a stipulated price;
●distribution to members, limited partners or stockholders of selling security holders;
●a combination of any such methods of sale; and
●any other method permitted pursuant to applicable law.

The selling security holders may be resold from time to time pledgein one or grant a security interestmore transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of sale. Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more underwriters. If any underwriter or underwriters are utilized in some or all of the securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell their securities, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus. The selling security holders also may transfer their securities in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our securities, or interests therein,unless otherwise indicated in the selling security holders may enter into hedging transactions with broker-dealers applicable prospectus supplement and/or other financial institutions, which may in turn engage in short salesoffering material, the obligations of our securities in the course of hedgingunderwriters are subject to certain conditions precedent, and that the positions they assume. The selling security holders may also sell their securities short and deliver these securitiesunderwriters will be obligated to close out their short positions, or loan or pledgepurchase all such securities to broker-dealers thatif any are purchased.

If a dealer is utilized in turn may sell these securities. The selling security holders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealers or other financial institutions of securities offered by this prospectus, which securities such broker-dealers or other financial institutions may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling security holders from the sale of the securities in respect of which this prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. Transactions through brokers or dealers may include block trades in which brokers or dealers will attempt to sell shares as agent but may position and resell as principal to facilitate the transaction or in crosses, in which the same broker or dealer acts as agent on both sides of the trade. Any such dealer may be deemed to be an underwriter, as such term is defined in the Securities Act, of the securities so offered and sold.

Offers to purchase securities may be solicited directly by themus and the sale thereof may be made directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale thereof.
If so indicated in the applicable prospectus supplement and/or other offering material, we may authorize agents and underwriters to solicit offers by certain institutions to purchase securities at the public offering price set forth in the applicable prospectus supplement and/or other offering material pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the applicable prospectus supplement and/or other offering material. Such delayed delivery contracts will be subject only to those conditions set forth in the purchase priceapplicable prospectus supplement and/or other offering material.
Agents, underwriters and dealers may be entitled under relevant agreements to indemnification against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which such agents, underwriters and dealers may be required to make in respect thereof. The terms and conditions of any indemnification or contribution will be described in the applicable prospectus supplement and/or other offering material.

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We may also sell shares of our common stock through various arrangements involving mandatorily or optionally exchangeable securities, and this prospectus may be delivered in connection with those sales.
We may engage in at-the-market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. To the extent that we make sales through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a sales agency financing agreement or other at-the-market offering arrangement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to any such agreement or arrangement, we will issue and sell our securities through one or more underwriters or agents, which may act on an agency basis or a principal basis. During the term of any such agreement or arrangement, we may sell securities on a daily basis in exchange transactions or otherwise as we agreement with the underwriters or agents. Any such agreement or arrangement will provide that any securities sold will be sold at prices related to the then-prevailing market prices for our securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time. Pursuant to the terms of the security less discountsagreement or commissions, if any. Eacharrangement, we may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase blocks of our common stock. The terms of any such agreement or arrangement will be set forth in more detail in the selling security holders reservesapplicable prospectus supplement.
We may enter into derivative, sale or forward sale transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the right to acceptapplicable prospectus supplement and/or other offering material indicates, in connection with those transactions, the third parties may sell securities covered by this prospectus and together with their agents from time to time, to reject,the applicable prospectus supplement and/or other offering material, including in short sale transactions and by issuing securities not covered by this prospectus but convertible into, or exchangeable for or representing beneficial interests in such securities covered by this prospectus, or the return of which is derived in whole or in part from the value of such securities. The third parties may use securities received under derivative, sale or forward sale transactions, or securities pledged by us or borrowed from us or others to settle those sales or to close out any proposed purchaserelated open borrowings of theirstock, and may use securities received from us in settlement of those transactions to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment) and/or other offering material.
Underwriters, broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from us. Underwriters, broker-dealers or agents may also receive compensation from the purchasers of shares for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular underwriter, broker-dealer or agent might be in excess of customary commissions and will be in amounts to be made directly negotiated in connection with transactions involving shares. In effecting sales, broker-dealers may arrange for other broker-dealers to participate in the resales.
Each series of securities will be a new issue and, other than the common stock, which is listed on NASDAQ, will have no established trading market. We may elect to list any series of securities on an exchange, and in the case of the common stock, on any additional exchange, but, unless otherwise specified in the applicable prospectus supplement and/or through agents. We willother offering material, we shall not receivebe obligated to do so. No assurance can be given as to the liquidity of the trading market for any of the proceeds fromsecurities.
Agents, underwriters and dealers may engage in transactions with, or perform services for us and our respective subsidiaries in the resaleordinary course of securities being offered bybusiness.
Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the selling security holders named herein. However, we will receive proceeds from the exerciseExchange Act. Overallotment involves sales in excess of the warrants if they are exercised byoffering size, which create a holder thereof for cash.

The sellingshort position. Stabilizing transactions permit bids to purchase the underlying security holders also may resell all orso long as the stabilizing bids do not exceed a portion of their securities in open marketspecified maximum. Short covering transactions in reliance upon Rule 144 under the Securities Act of 1933, as amended, provided that the rule is available and they meet the criteria and conform to the requirements of that rule.

The selling security holders and any broker-dealers that act in connection with the sale of securities might be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933, as amended, and any commissions received by such broker-dealers and any profit on the resaleinvolve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by them while acting as principals might be deemedthe dealer are purchased in a covering transaction to be underwriting discounts or commissions undercover short positions. Those activities may cause the Securities Actprice of 1933, as amended.

To the extent required, the securities to be sold,higher than it would otherwise be. If commenced, the namesunderwriters may discontinue any of the selling security holders,activities at any time. An underwriter may carry out these transactions on NASDAQ, in the respective purchase pricesover-the-counter market or otherwise.

The place and public offering prices, the namestime of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offerdelivery for securities will be set forth in anthe accompanying prospectus supplement and/or if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

We have advised the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of securities in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holdersother offering material for the purpose of satisfying the prospectus delivery requirements of the Securities Act of 1933, as amended. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of their securities against certain liabilities, including liabilities arising under the Securities Act of 1933, as amended.

We have agreed to indemnify the selling security holders against liabilities, including certain liabilities under the Securities Act of 1933, as amended and state securities laws, relating to the registration of the securities offered by this prospectus.

We are required to pay all of our fees and expenses incident to the registration of the securities covered by this prospectus. All discounts, commissions or fees incurred in connection with the sale of securities offered hereby will be paid by the selling security holders.

Where You Can Find More Information

such securities.


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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. We also filed a registration statement on Form S-3,The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, including exhibits, underLindblad’s, that file electronically with the Securities Act of 1933, as amended, or the Securities Act, with respect to the securities offered by this prospectus. This prospectus is a part of the registration statement, but does not contain all of the information included in the registration statement or the exhibits. You may read and copy the registration statement andSEC. The public can obtain any other document that we file at the SEC’s public reference room at 100 F Street, N.E., Washington D.C. 20549. You can callLindblad’s files electronically with the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. You can also find our public filings with the SEC on the internet at a web site maintained by the SEC located athttp://www.sec.gov.

Incorporation of Certain Documents by Reference

www.sec.gov.

We are “incorporating by reference” specified documents that we file with the SEC, which means:

●incorporated documents are considered part of this prospectus;

●we are disclosing important information to you by referring you to those documents; and

●information we file with the SEC will automatically update and supersede information contained in this prospectus.

•
incorporated documents are considered part of this prospectus;
​
•
we are disclosing important information to you by referring you to those documents; and
​
•
information we file with the SEC will automatically update and supersede information contained in this prospectus.
​
We incorporate by reference the documents listed below and any future filings we make with the SEC under SectionsSection 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the registration statement on Form S-3 filed under the Securities Act with respect to securities offered by this prospectus and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus and before the end of the offering of the securities pursuant to this prospectus:

●our Annual Report on Form 10-K for the year ended December 31, 2014;
●our Definitive Proxy Statements filed on June 19, 2015 and May 4, 2015;
●our Definitive Merger Proxy Statement filed June 24, 2015;

●our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015;

●our Current Reports on Form 8-K filed January 8, 2015; February 11, 2015, March 10, 2015 (excluding Item 7.01 and related exhibits); March 19, 2015; March 20, 2015; April 21, 2015; May 4, 2015; May 15, 2015 (excluding Item 7.01 and related exhibits); May 22, 2015; July 1, 2015; July 8, 2015 (excluding Item 7.01 and the related exhibits); July 10, 2015 (as amended on August 7, 2015); August 3, 2015; and August 4, 2015 (excluding Item 7.01 and the exhibit related thereto); and

●the description of our common stock contained in or incorporated into our Registration Statement on Form 8-A, filed April 29, 2013, and any amendment or report updating that description.

•
our Annual Report on Form 10-K for the year ended December 31, 2019;
​
•
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020;
​
•
our Definitive Proxy Statement on Schedule 14A filed April 29, 2020;
​
•
our Current Reports on Form 8-K filed February 25, 2020, March 13, 2020, March 26, 2020 (except Item 7.01), April 14, 2020 and May 15, 2020; and
​
•
The description of our common stock contained in or incorporated into our Registration Statement on Form 8-A, filed April 29, 2013, and any amendment or report updating that description.
​
Information in this prospectus supersedes related information in the documents listed above, and information in subsequently filed documents supersedes related information in both this prospectus and the incorporated documents.

We will promptly provide, without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, other than exhibits to those documents, unless the exhibits are specifically incorporated by reference in those documents. Requests should be directed to:

to our principal executive offices at:

Investor Relations
Lindblad Expeditions Holdings, Inc.


96 Morton Street
9th Floor


New York, NY 10014


(212) 261-9000

You can also find these filings on our website at www.expeditions.com. We are not incorporating the information on our website other than these filings into this prospectus.

Legal Matters


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LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed upon for us by Foley & Lardner LLP.

The validity of the securities offered by this prospectus will be passed upon for any underwriters or agents by counsel named in the applicable prospectus supplement. The opinions of Foley & Lardner LLP and counsel for any underwriters or agents may be conditioned upon and may be subject to assumptions regarding future action required to be taken by us and any underwriters, dealers or agents in connection with the issuance of any securities. The opinions of Foley & Lardner LLP and counsel for any underwriters or agents may be subject to other conditions and assumptions, as indicated in the prospectus supplement.

EXPERTS

The consolidated financial statements of Capitol Acquisition Corp. II at December 31, 2014Lindblad Expeditions Holdings, Inc. and 2013 andits subsidiaries (the “Company”) appearing in the Company’s Annual Report on Form 10-K for the yearsyear ended December 31, 2014, 20132019 and 2012the Company’s internal control over financial reporting as of December 31, 2019, have been so incorporated herein in reliance on the report ofaudited by Marcum LLP, independent registered public accounting firm, givenas set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such firm’s authority as an expert in auditing and accounting.

The financial statements of Lindblad Expeditions, Inc., a New York corporation, at December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 have been so incorporated herein in reliancereport given on the reportauthority of Marcum LLP, independent registered publicsuch firm as experts in accounting firm, given upon such firm’s authority as an expert in auditing and accounting.

auditing.


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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.
Other Expenses of Issuance and Distribution.

​
The aggregate estimatedfollowing table sets forth the expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the securities being registered hereby are currently anticipated to be as follows (all amounts are estimated except the SecuritiesSEC registration fee):
​​​
Amount to
be paid
​
SEC Registration Fee​​​$38,940​​
Accounting Fees and Expenses​​​​​ *​​
Legal Fees and Expenses​​​​​ *​​
Miscellaneous Expenses (including any applicable listing fees, printing fees, and transfer agent fees and expenses)​​​​​ *​​
Total​​​$​ *​​
​
*
These fees and Exchange Commission registration fee). All expenses depend on the securities offered and the number of the offeringissuances, and accordingly cannot be estimated at this time and will be paid by Lindblad Expeditions Holdings, Inc.

  Amount 
Securities and Exchange Commission registration fee $26,413 
Legal fees and expenses $15,000 
Accounting fees and expenses $10,000 
Miscellaneous Expenses $3,000 
Total $54,413 

reflected in the applicable prospectus supplement.

​
Item 15.
Indemnification of Directors and Officers.

​
Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware, or the DGCL, empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director,

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officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

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Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

Our second amended and restated certificate of incorporation provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

Paragraph B of Article Eighth of our second amended and restated certificate of incorporation provides:

“The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.”

The registrant has purchased directors’ and officers’ liability insurance that would indemnify its directors and officers against damages arising out of certain kinds of claims that might be made against them based on their negligent acts or omissions while acting in their capacity as such.

Our agreements with Sven-Olof Lindblad, Ian RogersTrey Byus, Craig I. Felenstein, Philip Auerbach and Trey ByusBen Bressler each provide that we shall indemnify the executive to the fullest extent permitted by the laws of the State of Delaware against all damages, costs, expenses and other liabilities reasonably incurred or sustained in connection with any suit, action or proceeding the executive may be made a party by reason of being or having been a director or officer of the company or any of its subsidiaries, or having served in any other capacity or taken any other action purportedly on behalf of or at the request of the company or any of its subsidiaries.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


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Item 16.   Exhibits and Financial Statement Schedules.

Exhibits.

The exhibits listed in the accompanyingfollowing Exhibit Index are filed or incorporated by reference as part of this Registration Statement.

EXHIBIT INDEX
EXHIBIT
NUMBER		​​DESCRIPTION​
1.1​​Form of Underwriting Agreement.*​
4.1
​​Second Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Definitive Merger Proxy Statement filed on June 24, 2015).​
4.2
​​Amended Bylaws of the Company (incorporated by reference to Company’s Form 8-K filed on March 26, 2020).​
4.3
​​Specimen Common Stock Certificate (incorporated by reference to the Company’s Form 8-K filed on July 10, 2015).​
4.4
​​Form of Indenture.​
4.5​​Form of Debt Securities.*​
4.6​​Form of Certificate of Designations.*​
4.7​​Form of Warrant.*​
4.8​​Form of Warrant Agreement.*​
4.9​​Form of Securities Purchase Contract.*​
4.10​​Form of Unit Agreement.*​
   5
​​Opinion of Foley & Lardner LLP (including consent of counsel).​
10.1
​​Registration Rights Agreement between the stockholders of Lindblad Expeditions, Inc. and Capitol Acquisitions Corp. II. (incorporated by reference to the Company’s Form 8-K filed on July 10, 2015).​
10.2
​​Registration Rights Agreement among the Company and each of Capitol Acquisition Management 2 LLC, Lawrence Calcano, Richard C. Donaldson, Piyush Sodha and L. Dyson Dryden. (incorporated by reference to the Company’s Form 8-K filed May 15, 2013).​
23.1
​​Consent of Marcum LLP.​
23.2
​​Consent of Foley & Lardner LLP (included in Exhibit 5 filed herewith).​
   24
​​Powers of Attorney (included on the signature page to this Registration Statement).​
   25​​Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939.**​
​
*
If required, to be filed by amendment or under subsequent Current Report on Form 8-K.
​
**
To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder.
​
Item 17.   Undertakings.

(a)
The undersigned Registrantregistrant hereby undertakes:

​
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

​
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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​

(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
​

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registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)
To include any material information with respect to the plan of distribution not previously disclosed in thethis registration statement or any material change to such information in thethis registration statement;

​
provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrantregistrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

​
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)          

​
(5)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

​
(i)
If the Registrantregistrant is relying on Rule 430B:

​
(A)           A.
Each prospectus filed by the Registrantregistrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

​
(B)           B.
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.Provided,thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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(ii)
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to
​

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such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)           

(6)
That, for the purpose of determining liability of the Registrantregistrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrantregistrant undertakes that in a primary offering of securities of the undersigned Registrantregistrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrantregistrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

​
(i)
Any preliminary prospectus or prospectus of the undersigned Registrantregistrant relating to the offering required to be filed pursuant to Rule 424;

​
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrantregistrant or used or referred to by the undersigned Registrant;

registrant;

​
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrantregistrant or its securities provided by or on behalf of the undersigned Registrant;registrant; and

​
(iv)
Any other communication that is an offer in the offering made by the undersigned Registrantregistrant to the purchaser.

​
(b)
The undersigned Registrantregistrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of its annual reportreports pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

​
(h)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrantregistrant pursuant to the foregoing provisions, or otherwise, the Registrantregistrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrantregistrant of expenses incurred or paid by a director, officer or controlling person of the Registrantregistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrantregistrant will, unless in the opinion of its counsel the issuematter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question as to whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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(j)
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrantregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 28th day of August, 2015.

LINDBLAD EXPEDITIONS HOLDINGS, INC.
By:/s/ Sven-Olof Lindblad
Sven-Olof Lindblad
Chief Executive Officer and President

June 1, 2020.

LINDBLAD EXPEDITIONS HOLDINGS, INC.
By:
/s/ Craig Felenstein
​
​
Craig Felenstein
Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on August 28, 2015.June 1, 2020. Each person whose signature appears below constitutes and appoints Sven-Olof Lindblad and Ian Rogers, and each of them individually,Craig I. Felenstein, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Signature​Signature​​Title​
​
/s/ Sven-Olof Lindblad
​
Sven-Olof Lindblad
​​President, Chief Executive Officer President and Director
Sven-Olof Lindblad
(Principal Executive Officer)		​
​
/s/ Ian RogersCraig Felenstein
​
Craig I. Felenstein
​Chief Operating Officer, ​Chief Financial Officer and Vice President
Ian Rogers
(Principal Financial and Accounting Officer)		​
​
/s/ Mark D. Ein
Director
​
Mark D. Ein
​​Chairman of the Board of Directors​
​
/s/ Bernard W. Aronson
​
Bernard W. Aronson
​​Director​
​
/s/ Dyson DrydenElliott Bisnow
​
Elliott Bisnow
​​Director
Dyson Dryden​
​
/s/ Daniel J. Hanrahan
​
Daniel J. Hanrahan
​​Director​
​
/s/ L. Dyson Dryden
​
L. Dyson Dryden
​​Director​
​
/s/ John M. Fahey
Director
​
John M. Fahey
​
/s/ Paul J. Brown​Director
Paul J. Brown
/s/ Bernard W. AronsonDirector
Bernard W. Aronson

​

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​Signature​​Title​
​
/s/ Catherine B. Reynolds
​
Catherine B. Reynolds
​​Director​
​
/s/ Thomas S. (“Tad”) Smith, Jr.
​
Thomas S. (“Tad”) Smith, Jr.
​​Director​
​
/s/ Sarah Farrell
​
Sarah Farrell
​​Director​

EXHIBIT INDEX

Exhibit No.DescriptionIncludedFormFiling Date
2.1Agreement and Plan of Merger, dated as of March 9, 2015, by and among Capitol Acquisition Corp. II, Argo Expeditions, LLC, Argo Merger Sub, Inc. and Lindblad Expeditions, Inc.By Reference8-KMarch 10, 2015
2.2Amendment No. 1 to Agreement and Plan of Merger, dated as of April 30, 2015, by and among Capitol Acquisition Corp. II, Argo Expeditions, LLC, Argo Merger Sub, Inc. and Lindblad Expeditions, Inc.By Reference8-KMay 4, 2015
2.3Amendment No. 2 to Agreement and Plan of Merger, dated as of May 1, 2015, by and among Capitol Acquisition Corp. II, Argo Expeditions, LLC, Argo Merger Sub, Inc. and Lindblad Expeditions, Inc.By Reference8-KMay 4, 2015
3.1Second Amended and Restated Certificate of Incorporation.By ReferenceDEFM 14-AJune 24, 2015
3.2Bylaws.By ReferenceS-1February 15, 2011
4.1Specimen Common Stock Certificate.By Reference8-KJuly 10, 2015
4.2Specimen Warrant Certificate.By Reference8-KJuly 10, 2015
4.3Warrant Agreement.By Reference8-KMay 15, 2013
5Opinion of Foley & Lardner LLP (including consent of counsel)Herewith

10.1

Registration Rights Agreement among the Company and each of Capitol Acquisition Management 2 LLC, Lawrence Calcano, Richard C. Donaldson, Piyush Sodha and L. Dyson Dryden.By Reference8-KMay 15, 2013

10.2

Stock Escrow Agreement between the Company, Continental Stock Transfer & Trust Company and each of Capitol Acquisition Management 2 LLC, Lawrence Calcano, Richard C. Donaldson, Piyush Sodha and L. Dyson Dryden.By Reference8-KMay 15, 2013
23.1Consent of Foley & Lardner LLP (filed as part of Exhibit (5))Herewith
23.2Consent of Marcum LLPHerewith
24Powers of Attorney (included on the signature page to this Registration Statement).Herewith

 

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