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): May 25, 2021
Capitol
Investment Corp. V
(Exact
name of registrant as specified in its charter)
Delaware
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001-39754
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84-1956909
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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1300
17th Street North, Suite 820
Arlington,
Virginia
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22209
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(Address of Principal Executive
Offices)
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(Zip Code)
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(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:
☒
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Written communication pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencements communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units, each consisting of
one share of Class A common stock and one-third of one warrant
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CAP.U
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The New York Stock Exchange
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Class A common stock, par
value $0.0001 per share
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CAP
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The New York Stock Exchange
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Warrants, each whole warrant
exercisable for one share of
Class A common stock at an exercise price of $11.50 per share
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CAP WS
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The New York Stock Exchange
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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
7.01 Regulation FD Disclosure.
In
connection with the previously announced business combination (the “Business Combination”) between Capitol Investment
Corp. V, a Delaware corporation (“Capitol”), and Doma Holdings, Inc. (f/k/a States Title Holding, Inc.), a Delaware
corporation (“Doma”), Doma issued a press release announcing its financial results for the quarter ended March 31,
2021 (the “Press Release”), and representatives of Doma participated in a conference call and webcast (the “Earnings
Call”) to present Doma’s first quarter results. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated
by reference herein, and a transcript of the Earnings Call is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Attached
hereto as Exhibit 99.3 and incorporated herein by reference is an investor presentation, dated May 25, 2021, to be used in meetings with
certain of Capitol’s stockholders, as well as other persons, with respect to the Business Combination.
The
information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities
under that section, and shall not be deemed to be incorporated by reference into the filings of Capitol under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings.
This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained
in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3.
Additional
Information and Where to Find It
This
Current Report on Form 8-K relates to a proposed transaction between Doma and Capitol. This Current Report on Form 8-K does not constitute
an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act. Capitol has filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the
“SEC”), which includes a document that serves as a prospectus and proxy statement of Capitol, referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to all Capitol stockholders. Capitol also will file other documents regarding
the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Capitol are urged to read
the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC
in connection with the proposed transaction as they become available because they will contain important information about the proposed
transaction.
Investors
and security holders may obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC by Capitol through the website maintained by the SEC at www.sec.gov.
The
documents filed by Capitol with the SEC also may be obtained free of charge at Capitol’s website at https://www.capinvestment.com/
or upon written request to 1300 17th Street North, Suite 820, Arlington, Virginia 22209.
Participants
in Solicitation
Capitol
and Doma and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Capitol’s
stockholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information
regarding their interests in the business combination is contained in the proxy statement/prospectus. You may obtain free copies of these
documents as described in the preceding paragraph.
Forward-Looking
Statements Legend
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include,
but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity,
total addressable market (TAM), market share and competition and potential benefits of the transactions described herein, and expectations
related to the terms and timing of the transactions described herein. These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations of Doma’s and Capitol’s management and are not predictions
of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict, will differ from assumptions and are beyond the control of Doma
and Capitol.
These
forward-looking statements are subject to a number of risks and uncertainties, including changes in business, market, financial, political
and legal conditions; the inability of the parties to successfully or timely consummate the transactions described herein; failure to
realize the anticipated benefits of the transactions described herein; risks relating to the uncertainty of the projected financial information
with respect to Doma; future global, regional or local economic, political, market and social conditions, including due to the COVID-19
pandemic; the development, effects and enforcement of laws and regulations, including with respect to the title insurance industry; Doma’s
ability to manage its future growth or to develop or acquire enhancements to its platform; the effects of competition on Doma’s
future business; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and those
other factors included in Capitol’s final prospectus relating to its initial public offering dated December 1, 2020 (File No. 333-249297)
and the registration statement on Form S-4 (File No. 333-254470) filed with the SEC under the heading “Risk Factors,” and
other documents Capitol filed, or will file, with the SEC.
If
any of these risks materialize or Doma’s or Capitol’s assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that neither Doma nor Capitol presently know
or that Doma or Capitol currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Doma’s and Capitol’s expectations, plans or forecasts of future
events and views as of the date of this press release. Doma and Capitol anticipate that subsequent events and developments will cause
Doma’s and Capitol’s assessments to change. However, while Doma and Capitol may elect to update these forward-looking statements
at some point in the future, Doma and Capitol specifically disclaim any obligation to do so, except as required by law. These forward-looking
statements should not be relied upon as representing Doma’s and Capitol’s assessments as of any date subsequent to the date
of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
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.
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CAPITOL INVESTMENT CORP V.
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Date: May
25, 2021
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By:
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/s/ Mark
Ein
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Mark
Ein
Chairman and Chief Executive Officer
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