SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

         February 26, 2013

Mark D. Ein
Chief Executive Officer
Capitol Acquisition Corp. II
509 7th Street, N.W.
Washington, D.C. 20004

Re: Capitol Acquisition Corp. II
Confidential Draft Registration Statement on Form S -1
Submitted January 29, 2013
  CIK No. 0001512499

Dear Mr. Ein:

We have reviewed your confidential draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide  us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended confidential draft registration statement or publicly filing your registration statement
on EDGAR.  If you do not believe our comments apply to your facts  and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended confidential draft registration statement or filed registra tion statement, we may have
additional comments.

General

1. If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we
provide in the Divi sion’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

2. Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 20 11 policy ( http://www.sec.gov/divisions/corpfin/
cfannouncements/edgarcorrespondence.htm).  If you intend to use Rule 83 (17 CFR
200.83) to request confidential treatment of information in the correspondence you
submit on EDGAR, please properly mark that i nformation in each of your confidential

Mark D. Ein, Chief Executive Officer
Capitol Acquisition Corp. II
February 26, 2013
Page 2
 submissions to us so we do not repeat or refer to that information in our comment letters
to you.

Prospectus Summary, page 1

3. You disclose, on page 1, that you “may” acquire a shell with no operating history and
disclose, on page 2, that the initial business combination “must” be with targets that have
a fair value of at least 80% of the trust proceeds at the time of the agreement.  The two
statements do not appear  consistent.  Please revise to reconcile.

4. We note disclosure here and in other parts of the prospectus regarding Mr. Ein ’s
approximately 21 years of private equity and venture capital investing experience. Please
balance this disclosure with a discussion of any major adverse business developments
experienced by him.

Management Expertise and Prior Blank Check Experience, page 48

5. Please revise to clarify that in the case of Capitol I, Mr. Ein played no role in evaluating
the assets subsequently acquired by Two Harbors, if true.  Also, clarify tha t Mr. Ein only
evaluated the business plan presented by the subsequent control persons of Two Harbors.

6. Please revise to clarify the impact that legacy assets may have had on the NAREIT
Mortgage REIT Index and Peer Group Index companies but not on  Two Harbors since it
was formed in 2009.  Please tell us how you determined that the listed companies were
appropriate “peers” and if there were other peer mortgage REITs that commenced
operations after 2008 .

Audited Financial Statements, page F -1

Report of Independent Registered Public Accounting Firm, page F -2

7. Please confirm that you have obtained a signed report from your independent registered
public accounting firm.  To the extent you have received a signed audit report, please
have your auditor s revise the report included in the filing to include the name of the audit
firm.

Financial Statements

Notes to Financial Statements

Note 4 – Deferred Offering Costs, page F -10

8. Please tell us when you began accruing offering costs related to the curren t offering, and
whether any of the amounts included in deferred offering costs as of December 31, 2012
and 2011 include offering costs related to the registration statement that was abandoned
on November 1, 2012.  To the extent deferred offering costs incl udes costs incurred with

Mark D. Ein, Chief Executive Officer
Capitol Acquisition Corp. II
February 26, 2013
Page 3
 the prior offering, explain to us why these costs were not charged to operations in
accordance with company policy.

Note 7 – Stockholder Equity Common Stock, page F -11

9. We have considered your response to prior comment 16 from our  letter dated March 16,
2011.  Please explain to us why the approximately 982,000 shares subject to forfeiture
issued to the sponsor and held in escrow would not be considered a share -based award
subject to a market condition.  Reference is made to ASC Top ic 718 -10-30-14.

You may contact Mark Rakip, Staff Accountant, at (202) 551 -3573 or Robert Telewicz,
Accounting Reviewer, at (202) 551 -3438 if you have questions regarding comments on the financial
statements and related matters. Please contact Folake Ayo ola, Attorney -Advisor, at (202) 551 -36537
or me at (202) 551 -3386 with any other questions.

        Sincerely,

        /s/ Duc Dang

        Duc Dang
        Attorney -Advisor

cc:  David Alan Miller, Esq.