UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 21, 2021 (April 20, 2021)

 

Capitol Investment Corp. V

(Exact name of registrant as specified in its charter)

 

Delaware   001-39754   84-1956909
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

1300 17th Street North, Suite 820

Arlington, Virginia

  22209
(Address of Principal Executive Offices)   (Zip Code)

 

(202) 654-7060
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one warrant   CAP.U   The New York Stock Exchange
Class A common stock, par value $0.0001 per share   CAP   The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of
Class A common stock at an exercise price of $11.50 per share
  CAP WS   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

As previously disclosed, on February 25, 2021 and February 26, 2021, each of the directors of Capitol Investment Corp. V, a Delaware corporation (the “Company”), including Mark D. Ein, the Chairman of the Board and Chief Executive Officer of the Company, and L. Dyson Dryden, the President and Chief Financial Officer of the Company, committed (each, a “Commitment Letter”) to lend the Company an aggregate of an additional $970,000, if such funds are needed by the Company. Any amount loaned by such directors to the Company pursuant to such Commitment Letter will be evidenced by unsecured promissory notes (“Promissory Notes”) issued to the lenders thereof. Each Promissory Note would be non-interest bearing and would be payable at the consummation by the Company of a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). As indicated in the Company’s final prospectus, dated December 1, 2020, relating to the company’s initial public offering (the “IPO”), upon consummation of a Business Combination, the lenders would have the option to convert up to $2,000,000 of the principal balance of such Promissory Notes into warrants at a price of $1.50 per warrant. The terms of any such warrants would be identical to the warrants issued by the Company in the IPO except that such warrants would be non-redeemable by the Company and would be exercisable for cash or on a “cashless” basis, in each case, so long as such warrants were held by the initial holder or such holder’s permitted transferees. If a Business Combination is not consummated, all outstanding amounts under any Promissory Notes issued to the lenders would be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the IPO to repay such amounts.

 

As previously disclosed in the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission on March 12, 2021 (the “Previous Form 8-K”), the Company previously issued $400,000 of such Promissory Notes pursuant to the Commitment Letters to lenders thereof, convertible into warrants to purchase 266,667 shares of the Company’s Class A common stock. On April 20, 2021, the Company issued an aggregate of $300,000 of such Promissory Notes pursuant to the Commitment Letters to Capitol Acquisition Management V LLC, an affiliate of Mark D. Ein, Capitol Acquisition Founder V LLC, an affiliate of L. Dyson Dryden, and Lawrence Calcano, Richard C. Donaldson, Raul J. Fernandez and Thomas S. Smith, Jr., each a member of the board of directors of the Company, to evidence loans in such amount made by the lenders. If the lenders convert the entire principal balance of the Promissory Notes, they would receive warrants to purchase an aggregate of 200,000 shares of the Company’s Class A common stock. The issuance of the Promissory Notes to the lenders was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

The foregoing description of the Commitment Letters and the Promissory Notes does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Commitment Letter, a copy of which is attached as Exhibit 10.1 to the Previous Form 8-K and is incorporated by reference herein, and the form of Promissory Note, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

 

Item 3.02 Unregistered Sale of Equity Securities.

 

The information included in Item 2.03 of this Current Report on Form 8-K is also incorporated by reference into this Item 3.02 of this Current Report on Form 8-K to the extent required.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit
Number
  Description
10.1   Form of Promissory Note.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    CAPITOL INVESTMENT CORP V.
       
Date: April 21, 2021 By: /s/ Mark Ein
     

Mark Ein

Chairman and Chief Executive Officer

 

 

2

 

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