SecProbe.io

April  21, 201 5

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

Re: Capitol Acquisition Corp. II
 Preliminary Proxy  Statement on Schedule  14A
Filed March 31 , 2015
File No. 001 -35898

Dear Mr. Ein :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. We note that in your disclosure  throughout the proxy statement as well as in the proposal
starting on page 75 , you have combined  the disc ussion of the various proposed
amendments to the charter.  We also note that on the proxy card , you have numbered
each charter amendment proposal as a subparagraph of the number 2 (i.e. 2a, 2b, 2c and
2d).  We further note your statement elsewhere that i f the merger proposal and the charter
amendment proposal relating to the Jones Act are not approved, the other proposals
(except the adjournment proposal) will not be presented to the stockholders for a vote and
the mergers will not be consummated.  Please  clarify whether any of the charter
amendment proposals are mutually conditioned on each other or to the merger proposal.
If any of the proposals are mutually conditioned, revise  the proxy statement and proxy
card accordingly and provide appropriate discl osure regarding the effect of a negative
vote on the related proposals.

Mark Ein
Capitol Acquisition Corp. II
April 21 , 2015
Page 2

 Summary of the Mate rial Terms of the Merger

Questions and Answers About t he Proposals , page 3

2. Please revise this entire section to provide disclosure using short sentences and
parag raphs.  Divide the longer Answers into multiple questions and answers.  Please
include bullet points and numbered paragraphs to improve readability.  Currently, your
Answers contain sentences that are up to 15 lines long, and duplicate almost verbatim the
disclosure found in other parts of the proxy, such as the “Summary o f the Material Terms
of the Merger ” and “ Summary of the Proxy Statement ” sections that immediately precede
and follow this “Question and Answer” section.

3. Please include a separate questio n and answer to discuss  the timing constraints with
respect to the merger  transaction.

4. Please include a separate question and answer to disclose the business  and management
of the combined company going forward  if the merger proposal is approved .  Brief ly
discuss the financial condition and results of operations of Lindblad, such as the total
assets, liabilities and net income as of a recent period.

5. Please include a separate question and answer to discuss the merger consideration the
stockh olders of Lin dblad will receive upon consummation of the merger transaction.  For
example, disclose that the stockholders of Lindblad will receive merger consideration
having an aggregate value of approximately $330,000,000, comprised of approximately
$90,000,000 in ca sh and approximately 24,000,000 shares of the Company’s common
stock, including options to purchase shares of Capitol’s  common stock.   Compare this
amount with the total assets of Capitol prior to the merger.

6. Please include a separate question and answer  to discuss the specific conditions regarding
consummation of the merger transaction.  For example, we note disclosure in your Form
S-1, file number 333 -187519 that “ We will  consummate our initial business combination
only if we have net tangible assets of at least $5 million upon such consummation and a
majority of the outstanding shares of common stock voted are voted in favor of the
business combination. ”  Please also disclose in the answer that t he transaction  will not be
consummated if holders of more than 18,249,999 of the public shares (representing
approximately 91% of the public shares) properly demand conversion of their shares into
cash.

7. Please include a separate q uestion and answer to discuss the effect on the company’s
common stoc k if the merger transaction is consummated.  Disclose :
 the current trading price of the Capitol common stock on the Nasdaq,
 the possible effect on the trading price of the common stock if the merger
transaction with Lindblad were consummated, and

Mark Ein
Capitol Acquisition Corp. II
April 21 , 2015
Page 3

  the approximate price per share that a holder who demands conversion might
receive.

Include a discussion of the possible post-merge r effect on the trading price of the stock
due to any transactions related to the merger, such as the issuance to the Lindblad
shareholders of 24 million shares of Capitol stock and options to purchase 3,982,212
shares of Capitol common stock with an exerc ise price of $1.69 per share .

8. Please include a separate question and answer to discuss whether the merger  proposal
could be consummated  in circumstances where :
 a majority of the outstanding shares of common stock  might  not have voted  in
favor of the  trans action, or
 more than 91% of the public shares  might have demand ed conversion of their
shares into cash .

Specifically, d iscuss the ability of the Capitol initial stockholders, Lindblad or Lindblad’s
stockholders to enter into share purchases and other t ransactions  that would increase the
likelihood of obtaining majority approval, and /or increase the likelihood of not surpassing
the maximum  allowable conversion.   Discuss the possible depressive effect these
transactions may have on the price of your common stock.

9. We note the sentence on page 6 that “If you exercise your conversion rights, then you
will be exchanging your shares of Capitol common stock for cash a nd will no longer own
these shares following the mergers. ”  Please move this sentence so that it is part of the
answer to the question on page 5 “ Do I have conversion rights? ”

10. We note the second paragraph on page 7 of the answer to the question “W hat happ ens if
the mergers are not consummated? ”  Please provide  a separate question regarding the
interests of Capitol’s directors and officers in the merger, and the conflict of interest
arising therefrom.  In the answer, disclose the estimated aggregate amount that Capitol’s
directors and officers would  forfeit or be liable for if the merger transaction is not
consummated.  Please also disclose and quantify the specific components.  For example,
disclose  the forfeiture of  or loss due to :
 5,000,000 initial shares  held by Capitol’s initial stockholders, including its
directors and officers, that had an aggregate market value of $49,650,000 based
upon the closing price on March 16, 2015 ;
 5,600,000 sponsor warrants that had an aggre gate market value of $5,296,480
based on the closing price per warrant on the Nasdaq on March 16, 2015 ;
 non-employee director compensation annual cash fees of $50,000 (not including
any additional fees for service as Chairman of the Board or as a committee
member or chair) and an annual gr ant of $75,000 in shares of restricted stock that
vests over three years  for Messrs. Ein and Dryden ;

Mark Ein
Capitol Acquisition Corp. II
April 21 , 2015
Page 4

  personal liability of Messrs. Ein and Dryden to ensure that the proceeds in the
trust account are not reduced by the claims of target businesses or claims of
vendors or other entities that are owed money by Capitol ;
 loans in the aggregate of approximately $1,460,000  made by the initial
stockholders to Capitol ; and
 out-of-pocket expenses incurred by Capitol’s officers, directors, initial
stockholders and their affiliates in connection with certain activities on Capitol’s
behalf .

11. Please provide a separate question and answer to disclose  that the board of directors of
Capitol chose to not obtain a third -party valuation or fairness opinion in determining
whether or not to proceed with the business combination .  Discuss the reasons why , as
well as the risks stemming from t he lack of a third -party valuation or fairness opinion .

12. Please provide a separate question and answer regarding the requirement under Ca pitol’s
amended and restated certificate of incorporation that the business acquired by Capitol
must have a fair market value equal to at least 80% of the balance of the funds in the trust
account .  Discuss specifically how the board determined the fair ma rket value of the 80%
test was met.  See also comment 15 below.

The Me rger Proposal

Background of the Mergers, page 48

13. We note your statement in several places that the parties circulated or met to discuss “key
aspects,” “key issues” or “key open issues .”  We further note your statement that “The
financial terms of the letter of intent were substantially consistent with the terms of the
merger agreement that was ultimately executed.”  Please significantly expand your
discussion in this section to disclos e the details of the discussions between Capitol and
Lindblad with respect to the material terms of the merger.  Provide details , including
quantitative detail,  as to how the parties reached the material terms of the transaction,
such as the material compo nents of the merger consideration.

Capitol’s Board of Directors’ Reasons for Approval of the Merger , page 51

14. We note the bulleted list of factors that the Capitol board considered in connection  with
the business combination.  Please disclose whether the Capitol board considered as a
factor  the interests of Capitol’s directors and officers in the merger, including the
amounts such persons would forfeit or be liable for if a merger transaction is not
consummated by the May 15, 2015 deadline.

Mark Ein
Capitol Acquisition Corp. II
April 21 , 2015
Page 5

 Satisfaction of 80% Test, page 54

15. Please disclose the calculation you used to determine that the 80% test was met.  In this
regard, it is not clear how you conclude d that the test for 80% of the balance of  the funds
in the trust account is met based on “qualitative factors.”  This 80% test appears to
require you to compare the value of Lindblad’s fair market value against the balance of
the funds in your trust account, and 80%,  fair market value , and balanc e of the trust
account are numbers.

Pro Forma Condensed Combined Statement of Operations - For the Year Ended December 31,
2014, page 73

16. Please clarify the number of shares to be issued under the scenario “Minimum Debt
Financing.”  In this regard, it  appears the adjustment on the face of the statement is 11
million shares for a total of $110,000,000, which appears to be the balance of the trust
account after considering the $90 million cash payment to Lindblad, while the description
of this scenario h ere and elsewhere in your filing appears to indicate 9 million shares is
used in the calculation.

17. Tell us your consideration to present a pro forma adjustment for (1) the option agreement
granting National Geographic the right to purchase from Mr. Lindblad a number of shares
of Capitol common stock equal to five percent of Capitol’s issued and outstand ing
common stock as of the closing of the mergers and/or (2) the charitable contribution of an
aggregate of 375,000 founder’s shares to Lindblad Expeditions -National Geographic
Joint Fund for Exploration and Conservation for no additional consideration to be
contributed one day after the closing of the mergers .

Note D, page 73

18. Please revise this discussion to include the amount of debt and related interest rate used
to calculate this amount similar to the information presented in Note E.

The Charter A mendment Proposals, page 75

19. We note that Section I of your current charter states that “ Prior to a Business
Combination, the Board of Directors may not issue (i) any shares of Common Stock or
any securities convertible into Common Stock; or (ii) any securities which participate in
or are otherwise entitled in any manner to any of the proceeds in the Trust Account or
which vote as a class with the Common Stock on a Business Combination.”  Pleas e tell
us how you have complied with this provision.  For example, we note that in May 2013,
Capitol effected a stock dividend of 0.2 shares for each outstanding share of common
stock, resulting in Capitol’s sponsor and officers and directors holding an ag gregate of
5,175,000 founder’s shares, of which 175,000 shares were subsequently forfeited.

Mark Ein
Capitol Acquisition Corp. II
April 21 , 2015
Page 6

 The Director Election Proposal

Outstanding Equity Awards at Fiscal 2014 Year End, page 97

20. Please revise to include a column titled “equity incentive plan award s: number of
securities underlying unexercised unearned options” or advise.  Refer to Item 402(f) of
Regulation S -K.

Business of Lindblad

Overview, page 111

21. Please delete or substantiate your statement s that Lindblad provides “compelling value
proposi tion to [its] target demographics, “distinctive product offering,” “compelling
value proposition,” “differentiated and compelling offerings,”  and “differentiated and
compelli ng nature of [your] expeditions. ”

22. Please substantiate your statement on page 111  that Lars-Eric Lindblad is “considered by
many as the father of ecotourism and led the first citizen explore rs to many destinations
that were previously limited to scientists .”  Similarly, substantiate your statement on page
113 that Sven -Olof Lindblad, f ounder, President and Chief Executive Officer of
Lindblad, is “recognized as pioneer in the field .”

23. Please substantiate your statement on page 111 that Lindblad is a “ global leader in
expedition cruising and adventure travel experiences ” and your statement on page 112
that L indblad “has been a leader in expedition cruising, known for providing distinctive
experiences to its guests .”

Expertise and Name Recognition, page 112

24. We note that you have received “numerous awards and honors .”  If these awards are
generally known or industry -wide, please briefly describe the criteria for each award.  In
the alternative, if the awards are nominal or honorary, please add a brief and clear
explanation that puts these awards in context or remove refere nces to nominal or
honorary awards.

Maximize and Grow Net Yields, page 115

25. We note your statement that Lindblad’s net yield amounts are significantly higher than
those reported by the large scale cruise line operators serving the broader market.  Please
quantify the net yield amounts of the large scale cruise line operators serving the broader
market.

Mark Ein
Capitol Acquisition Corp. II
April 21 , 2015
Page 7

 Strategic Alliance with National Geographic, page 112  and 116

26. Because Lindblad’s strategic alliance with National Geographic appears to be material to
current and future business of the company, please disclose here the material terms of
various  agreement s with National Geographic  and the expiration dates for all such
agreements .  Please also disclose the material terms of your option agreement that will
grant National Geographic the right to purchase up to  five percent of your stock.  In
addition,  clarify the current status of the licensing contract extension with National
Geographic.  It may be beneficial for clarity purposes to combine the two different
sections entitled “Strategic Alliance with National Geographic” appearing on pages 112
and 116.

27. We note your disclosure here that the current agreement between Lindblad and National
Geographic will be extended through 2025 in connection with the merger with Capitol,
and that this extension is contingent on the execution by Sven -Olof Lindblad of an option
agreement granting National Geograph