SEC Company Response from LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499) (LIND) — May 7, 2013
LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499)
Date: May 7, 2013 · CIK: 0001512499 · Accession: 0001144204-13-026797
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CORRESP
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CAPITOL ACQUISITION CORP. II
509 7th Street, N.W.
Washington, D.C. 20004
May 7, 2013
VIA EDGAR
Duc Dang, Esq.
Attorney - Advisor
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: Capitol Acquisition Corp. II (the "Company")
Registration Statement on Form
S-1 originally filed March 26, 2013
(File No. 333- 187519)
( the "Registration Statement")
Dear Mr. Dang:
The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 3:00 P.M., Thursday, May 9, 2013 or as soon thereafter
as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division
of Corporation Finance of the Securities and Exchange Commission.
In connection with
the Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges
the following:
(1) Should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
(2) 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
(3) 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 law of the United States.
Very truly yours,
CAPITOL ACQUISITION CORP. II
By:
/s/ Mark D. Ein
Mark D. Ein, Chief Executive Officer