Hennessy Capital Acquisition Corp. II
700 Louisiana Street
Suite 900
Houston, TX 77002
| July 20, 2015 |
VIA EDGAR
Pamela A. Long
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Hennessy Capital Acquisition Corp. II |
Registration Statement on Form S-1
Filed June 22, 2015, as amended
File No. 333-205152
Dear Ms. Long:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Hennessy Capital Acquisition Corp. II (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on Wednesday, July 22, 2015, or as soon as thereafter practicable.
Please note that we acknowledge the following:
| ● | should the Securities and Exchange Commission (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; |
| ● | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| ● | the Registrant 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 United States. |
| Very truly yours, | |
| /s/ Daniel J. Hennessy | |
| Daniel J. Hennessy | |
| President and Chief Executive Officer |
| cc: | Ellenoff Grossman & Schole LLP |
| Skadden, Arps, Slate, Meagher & Flom LLP |
