SecProbe.io

CORRESP
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    Graubard
        Miller

         The
        Chrysler Building

         405
        Lexington Avenue

         New
        York, N.Y. 10174-1101

         (212)
        818-8800

    facsimile

    direct
    dial number

    (212)
    818-8881

    (212)
    818-8638

    email
    address

    jgallant@graubard.com

April
28, 2015

VIA
EDGAR

Ms. Anne
Nguyen Parker

Assistant
Director

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549

    Re:
    Capitol Acquisition
    Corp. II

    Preliminary Proxy Statement
    on Schedule 14A

    Filed March 31, 2015

    File
    No. 001-35898

Dear Ms.
Parker:

On
behalf of Capitol Acquisition Corp. II (the “Company”), we respond as follows to the Staff’s comment letter,
dated April 21, 2015, relating to the above-captioned Preliminary Proxy Statement on Schedule 14A (“Proxy Statement”).
Captions and page references herein correspond to those set forth in the amended Proxy Statement, a copy of which has been marked
with the changes from the original filing of the Proxy Statement. We are also delivering three (3) courtesy copies of such marked
copy to Tonya K. Aldave.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s
response to each comment immediately thereafter.

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
    discussion 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 if 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
    disclosure regarding the effect of a negative vote on the related proposals.

We
have revised the disclosure in the Notice and on pages 4, 19, 61, 81, 88 and 89 of the Proxy Statement as requested.

Securities
and Exchange Commission

April
28, 2015

Page 2

Summary
of the Material Terms of the Merger

Questions
and Answers About the Proposals, page 3

    2.
    Please revise
    this entire section to provide disclosure using short sentences and paragraphs. 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 of the Material Terms of the Merger” and “Summary of the Proxy Statement” sections
    that immediately precede and follow this “Question and Answer” section.

We
have revised the disclosure throughout the section titled “Questions and Answers About the Proposals” as requested.

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

We
have revised the disclosure on page 12 of the Proxy Statement as requested.

    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. Briefly discuss the financial condition and results of operations of Lindblad, such as the total assets,
    liabilities and net income as of a recent period.

We
have revised the disclosure on page 5 of the Proxy Statement as requested.

    5.
    Please include
    a separate question and answer to discuss the merger consideration the stockholders of Lindblad 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 cash 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.

We
have revised the disclosure on page 5 of the Proxy Statement as requested.

Securities
and Exchange Commission

April
28, 2015

Page 3

    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 the 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.

We
have revised the disclosure on page 8 of the Proxy Statement as requested.

    7.
    Please include
    a separate question and answer to discuss the effect on the company’s common stock 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

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

    Include
    a discussion of the possible post-merger 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 exercise price of $1.69 per share.

We
have revised the disclosure on page 9 of the Proxy Statement as requested.

    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 transaction, or

    ●
    more than
    91% of the public shares might have demanded conversion of their shares into cash.

    Specifically,
    discuss the ability of the Capitol initial stockholders, Lindblad or Lindblad’s stockholders to enter into share purchases
    and other transactions 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.

We
have revised the disclosure on pages 8 and 9 of the Proxy Statement as requested.

Securities
and Exchange Commission

April
28, 2015

Page 4

    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 and 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?”

We
have revised the Proxy Statement to relocate the above-referenced sentence to the question titled “Do I have conversion
rights?” as requested.

    10.
    We note
    the second paragraph on page 7 of the answer to the question “What happens 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 aggregate 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 grant of $75,000 in shares of restricted stock that vests over three years
    for Messrs. Ein and Dryden;

    ●
    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.

We
have revised the disclosure on pages 10 and 11 of the Proxy Statement as requested.

    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 the lack of a third-party valuation or fairness opinion.

We
have revised the disclosure on page 6 of the Proxy Statement as requested.

Securities
and Exchange Commission

April
28, 2015

Page 5

    12.
    Please provide
    a separate question and answer regarding the requirement under Capitol’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 market value of the 80% test was met. See also comment
    15 below.

We
have revised the disclosure on page 5 of the Proxy Statement as requested.

The
Merger 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 disclose 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 components of the merger consideration.

We
have revised the disclosure in this section of the Proxy Statement as requested.

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.

We
have revised the disclosure on page 57 of the Proxy Statement as requested.

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 concluded 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 balance of the trust account are numbers.

We
have revised the disclosure on page 58 of the Proxy Statement as requested.

Securities
and Exchange Commission

April
28, 2015

Page 6

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 here
    and elsewhere in your filing appears to indicate 9 million shares is used in the calculation.

We
have revised the disclosure on pages 27, 29 and 68 to conform the descriptions to show that the scenario “Minimum Debt Financing”
is adjusted for the conversion of 11,000,000 shares.

    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
    outstanding 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.

With
respect to the first part of the Staff’s comment, we have revised the pro forma financial statements to reflect a contribution
of capital from Mr. Lindblad to Lindblad Expeditions, Inc. (“Lindblad”) and a corresponding debit for deferred royalty
and commission costs in connection with the extension of the arrangement with National Geographic. A Black Scholes valuation model
was used to determine the fair value of the option in order to value both the contribution of capital by Mr. Lindblad to Lindblad
and the deferred royalty and commission costs between Lindblad and National Geographic. The Black-Scholes option values are as
follows:

    Pro
    Forma Scenario

    No
    Conversion
    Minimum
    Financing
    Maximum
    Conversions

    Fair
    value of Mr. Lindblad’s option grant to National Geographic
    $ 12,153,000
    $ 9,353,000
    $ 7,554,000

With
respect to the second part of the Staff’s comment, we determined that the charitable contribution of an aggregate of 375,000
founder’s shares of the Company represented a charitable contribution by the founders, personally, and not a charitable
contribution by the post-merger company. As such, we determined that there would be no accounting for the charitable contribution
within the consolidated financial statements of the post-merger company upon the consummation of these transactions, and as such,
no accounting required with the pro forma financial statements presented. We therefore have not revised the pro forma financial
statements in response to this part of the Staff’s comment.

Securities
and Exchange Commission

April
28, 2015

Page 7

Note
D, page 73

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