SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A


UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)*


LINDBLAD EXPEDITIONS HOLDINGS, INC.
(Name of Issuer)


Common Stock, $0.0001 par value
(Title of Class of Securities)


535219109
(CUSIP Number)


12/31/2025
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐   Rule 13d-1(b)
☐   Rule 13d-1(c)
☒   Rule 13d-1(d)




SCHEDULE 13G/A
CUSIP No.
535219109


1 Names of Reporting Persons

EIN MARK
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 3,333,719.00
6 Shared Voting Power: 0.00
7 Sole Dispositive Power: 3,333,719.00
8 Shared Dispositive Power: 0.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

3,333,719.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

5.1 %
12 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) The percent ownership calculated is based upon an aggregate of 64,400,000 shares outstanding as of February 3, 2026.


SCHEDULE 13G/A
CUSIP No.
535219109


1 Names of Reporting Persons

Capitol Acquisition Management 2 LLC
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 3,005,117.00
6 Shared Voting Power: 0.00
7 Sole Dispositive Power: 3,005,117.00
8 Shared Dispositive Power: 0.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

3,005,117.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

4.7 %
12 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) The percent ownership calculated is based upon an aggregate of 64,400,000 shares outstanding as of February 3, 2026.



SCHEDULE 13G/A

Item 1. 
(a) Name of issuer:

LINDBLAD EXPEDITIONS HOLDINGS, INC.
(b) Address of issuer's principal executive offices:

11 WEST 42ND STREET, SUITE 22 B3 NEW YORK, NY 10036
Item 2. 
(a) Name of person filing:

Mark D. Ein and Capitol Acquisition Management 2 LLC
(b) Address or principal business office or, if none, residence:

The business address of each of Mr. Ein and Capitol Acquisition Management 2 LLC is c/o Lindblad Expeditions Holdings, Inc., 11 West 42nd Street, Suite 22 B3 New York, NY 10036.
(c) Citizenship:

Mr. Ein is a United States citizen. Capitol Acquisition Management 2 LLC is a limited liability company organized and existing under the laws of the State of Delaware.
(d) Title of class of securities:

Common Stock, $0.0001 par value
(e) CUSIP No.:

535219109
Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)☐   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)☐   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)☐   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)☐   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)☐   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)☐   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)☐   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
       please specify the type of institution:
(k)☐   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
 
Item 4.Ownership
(a) Amount beneficially owned:

Leland Investments, Inc., an entity controlled by Mr. Ein, is the sole member of Capitol Acquisition Management 2 LLC. Accordingly, Mr. Ein is deemed to have beneficial ownership of shares held by Capitol Acquisition Management 2 LLC.
(b) Percent of class:

5.1  %
(c) Number of shares as to which the person has:
  (i) Sole power to vote or to direct the vote:

3,333,719

  (ii) Shared power to vote or to direct the vote:

0

  (iii) Sole power to dispose or to direct the disposition of:

3,333,719

  (iv) Shared power to dispose or to direct the disposition of:

0

Item 5.Ownership of 5 Percent or Less of a Class.
 
Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
 
Not Applicable
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not Applicable
Item 8.Identification and Classification of Members of the Group.
 
Not Applicable
Item 9.Notice of Dissolution of Group.
 
Not Applicable

Item 10.Certifications:
 
Not Applicable

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
EIN MARK
 Signature:/s/ EIN MARK
 Name/Title:Self
 Date:02/17/2026
 
Capitol Acquisition Management 2 LLC
 Signature:/s/ EIN MARK
 Name/Title:President of Leland Investments, Inc. (sole member of Capitol Acquisition Management 2 LLC)
 Date:02/17/2026
Exhibit Information: Agreement to file Schedule 13G jointly (previously filed as Exhibit 1 to the reporting parties' Schedule 13G filed January 22, 2014).