SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

         April 25, 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
Amendment No. 1 to Registration Statement on
Form S -1
Filed April 15 , 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 believe an amendment is appropri ate, 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 note your response to our prior comment one.  We are still unclear how you have
accounted for stock issuances subject to forfeiture.  In your most recent response you
indicate that you have accounted for the stock issuances as stock based compensation
subject to a market condition.  However, it does not appear that the company has
recorded any compensation expense currently, nor does it appear the company intends to
record any compensation expense over the service period.  Please explain to us how your
accounting treatment complies with the guidance you have cited.  To the extent you

Mark D. Ein, Chief Execu tive Officer
Capitol Acquisition Corp. II
April 25, 2013
Page 2
 intend to account for the transaction as stock based compensation, explain to us
methodology used to value the shares and how the market condition is factored into that
methodo logy.

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.

Please refer to Rules 460 and 461 regarding reque sts 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 are aware of their respective responsibilities under
the Securitie s 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 time for us to review any amendment prior to the requested effectiv e 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 Gallant , Esq.