SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

         April 9, 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
Registration Statement on Form  S-1
Filed March 26, 2013
  File No. 333 -187519

Dear Mr. Ein:

We have reviewed your 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 amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Notes to Financial Statements

Note 7 – Stockholder Equity

Common Stock, page F -11

1. We have considered your response to our prior comment 9.  Please explain to us in
further detail how you determined that the guidance in ASC Topic 718 -10-55-8 is
applicable.  In addition, we are unclear how you have applied the guidance in ASC Topic
718-10-55-8.  Tell us how you determined it would be appropriate to account for the
shares subject to forfeiture as issued and outstanding immediately rather than waiting
until the contingency is resolved.  Furthermore, in your response letter on March 22,
2011 you indicated that no compensation expense would be recognized related to these
shares if the contingency is resolved and the shares are no longer subject to forfeit.

Mark D. Ein, Chief Executive Officer
Capitol Acquisition Corp. II
April 9, 2013
Page 2
 Please tell us whether this position as changed as a result of applying the guidance in
ASC Topic 718 -10-55-8.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since  the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not forec lose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the U nited States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration a re aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate ti me for us to review any amendment prior to the requested effective date of the
registration statement.

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 Ayoola, 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:  Jeffrey Gall ant, Esq.