Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-258942
Prospectus Supplement No. 8
(To Prospectus dated March 30, 2022)
prospectuscover1aa.jpg
Doma Holdings, Inc.
UP TO 17,333,333 SHARES OF COMMON STOCK ISSUABLE UPON
THE EXERCISE OF WARRANTS
UP TO 265,389,572 SHARES OF COMMON STOCK
UP TO 5,833,333 WARRANTS
This prospectus supplement updates, amends and supplements the prospectus dated March 30, 2022 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-258942). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
The Prospectus and this prospectus supplement relate to: (1) the issuance by us of up to 17,333,333 shares of common stock that are issuable upon the exercise of the warrants consisting of (i) up to 11,500,000 shares of common stock that are issuable upon the exercise of the public warrants and (ii) up to 5,833,333 shares of common stock that are issuable upon the exercise of the private placement warrants and (2) the offer and sale, from time to time, by the Selling Securityholders identified in the Prospectus, or their permitted transferees, of (a) up to 265,389,572 shares of common stock, consisting of (i) up to 10,309,215 PIPE shares; (ii) up to 224,250,982 of Old Doma stockholder shares; (iii) up to 5,302,659 Sponsor shares; (iv) up to 5,833,333 shares of common stock issuable upon the exercise of the private placement warrants; (v) up to 1,024,912 shares of exchanged restricted common stock; (vi) up to 4,602,844 shares of common stock reserved for issuance upon the exercise of options; (vii) up to 12,739,963 Earnout Shares; and (viii) up to 1,325,664 Sponsor Covered Shares and (b) up to 5,833,333 private placement warrants.
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained or incorporated by reference below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Please keep this prospectus supplement with your Prospectus for future reference.
We are a “smaller reporting company” and “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced reporting requirements.
Doma Holdings, Inc.’s common stock and warrants are quoted on the New York Stock Exchange under the symbols “DOMA” and “DOMA.WS,” respectively. On August 8, 2022, the closing prices of our common stock and warrants were $0.77 and $0.13, respectively.
INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 12 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August 9, 2022
_________________________



On August 9, 2022, Doma Holdings, Inc. (“Doma”) released its quarterly financial results and key operating data for the three and six months ended June 30, 2022,(1) including the following information. Please see “Non-GAAP Financial Measures” below for important information.
Non-GAAP Financial Measures
Some of the financial information and data contained herein, such as retained premiums and fees, adjusted gross profit and adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). Retained premiums and fees is defined as revenue less premiums retained by third-party agents. Adjusted gross profit is defined as gross profit, plus depreciation and amortization. Adjusted EBITDA is defined as net loss before interest expense, income taxes, depreciation and amortization, stock-based compensation, severance costs and change in fair value of warrant and sponsor covered shares liabilities. Doma believes that the use of retained premiums and fees, adjusted gross profit and adjusted EBITDA provides additional tools to assess operational performance and trends in, and in comparing Doma's financial measures with, other similar companies, many of which present similar non-GAAP financial measures to investors. Doma’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial measures determined in accordance with GAAP. Because of the limitations of non-GAAP financial measures, you should consider the non-GAAP financial measures presented herein in conjunction with Doma’s financial statements and the related notes thereto. Please refer to the non-GAAP reconciliations herein for a reconciliation of these non-GAAP financial measures to the most comparable financial measure prepared in accordance with GAAP.
Forward-Looking Statements Legend
This document 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. The absence of these words does not mean that a statement is not forward-looking. Such statements are based on the beliefs of, as well as assumptions made by information currently available to Doma management. 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. These statements are based on various assumptions, whether or not identified herein, and on the current expectation of Doma’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.
These forward-looking statements are subject to a number of risks and uncertainties, including changes in business, market, financial, political and legal conditions; 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 described in Part I, Item 1A - “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021 and any subsequent reports filed by Doma from time to time with the U.S. Securities and Exchange Commission (the “SEC”).
If any of these risks materialize or Doma’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Doma does not presently know or that Doma currently believes are immaterial that could also cause actual results to differ from those
(1) Doma completed its business combination with Capitol Investment Corp. V ("Capitol") on July 28, 2021. The financial results and key operating data included in this second quarter release include operating results of Doma prior to completion of the business combination and operating results of the combined company subsequent to completion of the business combination.


contained in the forward-looking statements. In addition, forward-looking statements reflect Doma’s expectations, plans or forecasts of future events and views as of the date of this release. Doma anticipates that subsequent events and developments will cause Doma’s assessments to change. However, while Doma may elect to update these forward-looking statements at some point in the future, Doma specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Doma’s assessment as of any date subsequent to the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Key Operating and Financial Indicators
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
(in thousands, except for open and closed order numbers)
Key operating data:
Opened orders 25,231  41,491  60,423  82,575 
Closed orders 18,799  31,436  46,146  64,086 
GAAP financial data:
Revenue (1)
$ 123,744  $ 129,986  $ 235,951  $ 257,782 
Gross profit (2)
$ 7,143  $ 26,514  $ 14,277  $ 52,930 
Net loss (3)
$ (58,652) $ (23,299) $ (108,678) $ (35,057)
Non-GAAP financial data (4):
Retained premiums and fees $ 49,106  $ 64,805  $ 100,711  $ 122,263 
Adjusted gross profit $ 10,890  $ 29,535  $ 21,260  $ 58,657 
Ratio of adjusted gross profit to retained premiums and fees 22  % 46  % 21  % 48  %
Adjusted EBITDA $ (43,390) $ (11,903) $ (88,295) $ (15,182)
_________________
(1)Revenue is comprised of (i) net premiums written, (ii) escrow, other title-related fees and other, and (iii) investment, dividend and other income.
(2)Gross profit, calculated in accordance with GAAP, is calculated as total revenue, minus premiums retained by third-party agents, direct labor expense (including mainly personnel expense for certain employees involved in the direct fulfillment of policies) and direct non-labor expense (including mainly title examination expense, provision for claims, and depreciation and amortization). In our consolidated income statements, depreciation and amortization is recorded under the “other operating expenses” caption.
(3)Net loss is made up of the components of revenue and expenses.
(4)Retained premiums and fees, adjusted gross profit and adjusted EBITDA are non-GAAP financial measures.




Non-GAAP Financial Measures
Retained premiums and fees
The following table reconciles our retained premiums and fees to our gross profit, the most closely comparable GAAP financial measure, for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
(in thousands) (in thousands)
Revenue
$ 123,744  $ 129,986  $ 235,951  $ 257,782 
Minus:
Premiums retained by third-party agents 74,638  65,181  135,240  135,519 
Retained premiums and fees
$ 49,106  $ 64,805  $ 100,711  $ 122,263 
Minus:
Direct labor 23,890  20,902  51,688  38,881 
Provision for claims 6,310  6,807  10,921  10,055 
Depreciation and amortization 3,747  3,021  6,983  5,727 
Other direct costs (1)
8,016  7,561  16,842  14,670 
Gross Profit
$ 7,143  $ 26,514  $ 14,277  $ 52,930 
__________________
(1)Includes title examination expense, office supplies, and premium and other taxes.



Adjusted gross profit
The following table reconciles our adjusted gross profit to our gross profit, the most closely comparable GAAP financial measure, for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
(in thousands) (in thousands)
Gross Profit
$ 7,143  $ 26,514  $ 14,277  $ 52,930 
Adjusted for:
Depreciation and amortization 3,747  3,021  6,983  5,727 
Adjusted Gross Profit
$ 10,890  $ 29,535  $ 21,260  $ 58,657 
Adjusted EBITDA
The following table reconciles our adjusted EBITDA to our net loss, the most closely comparable GAAP financial measure, for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
(in thousands) (in thousands)
Net loss (GAAP)
$ (58,652) $ (23,299) $ (108,678) $ (35,057)
Adjusted for:
Depreciation and amortization 3,747  3,021  6,983  5,727 
Interest expense 4,489  4,451  8,696  7,810 
Income taxes 136  211  321  336 
EBITDA
$ (50,280) $ (15,616) $ (92,678) $ (21,184)
Adjusted for:
Stock-based compensation 8,255  3,713  19,648  6,002 
Severance costs 3,828  —  3,828  — 
Change in fair value of Warrant and Sponsor Covered shares liabilities (5,193) —  (19,093) — 
Adjusted EBITDA
$ (43,390) $ (11,903) $ (88,295) $ (15,182)

The following table reconciles our adjusted gross profit to our adjusted EBITDA, for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
(in thousands) (in thousands)
Adjusted Gross Profit
$ 10,890  $ 29,535  $ 21,260  $ 58,657 
Minus:
Customer acquisition costs 14,853  12,192  30,778  22,087 
Other indirect costs (1)
39,427  29,246  78,777  51,752 
Adjusted EBITDA $ (43,390) $ (11,903) $ (88,295) $ (15,182)
__________________
(1)Includes corporate support, research and development, and other operating costs.




Doma Holdings, Inc.
Consolidated Statements of Operations
Three Months Ended June 30, Six Months Ended June 30,
(In thousands, except share and per share information) 2022 2021 2022 2021
Revenues:
Net premiums written (1)
$ 108,926  $ 109,271  $ 204,592  $ 217,263 
Escrow, other title-related fees and other 14,366  20,065  30,479  38,640 
Investment, dividend and other income 452  650  880  1,879 
Total revenues $ 123,744  $ 129,986  $ 235,951  $ 257,782 
Expenses:
Premiums retained by Third-Party Agents (2)
$ 74,638  $ 65,181  $ 135,240  $ 135,519 
Title examination expense 5,146  5,500  11,127  10,353 
Provision for claims 6,310  6,807  10,921  10,055 
Personnel costs 73,233  53,954  151,026  97,419 
Other operating expenses 23,637  17,181  46,391  31,347 
Total operating expenses $ 182,964  $ 148,623  $ 354,705  $ 284,693 
Loss from operations $ (59,220) $ (18,637) $ (118,754) $ (26,911)
Other (expense) income:
Change in fair value of Warrant and Sponsor Covered Shares liabilities 5,193  —  19,093  — 
Interest expense (4,489) (4,451) (8,696) (7,810)
Loss before income taxes $ (58,516) $ (23,088) $ (108,357) $ (34,721)
Income tax expense (136) (211) (321) (336)
Net loss $ (58,652) $ (23,299) $ (108,678) $ (35,057)
Earnings per share:
Net loss per share attributable to stockholders - basic and diluted $ (0.18) $ (0.33) $ (0.34) $ (0.51)
Weighted average shares outstanding common stock - basic and diluted 324,879,934  69,944,477  324,387,981  68,688,288 
__________________
(1)Net premiums written includes revenues from a related party of $33.7 million and $27.0 million during the three months ended June 30, 2022 and 2021, respectively. Net premiums written includes revenues from a related party of $61.3 million and $51.6 million during the six months ended June 30, 2022 and 2021, respectively.
(2)Premiums retained by Third-Party Agents includes expenses associated with a related party of $27.2 million and $22.0 million during the three months ended June 30, 2022 and 2021, respectively. Premiums retained by Third-Party Agents includes expenses associated with a related party of $49.6 million and $41.8 million during the six months ended June 30, 2022 and 2021, respectively.



Doma Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except share information) June 30, 2022 December 31, 2021
Assets
Cash and cash equivalents $ 226,339  $ 379,702 
Restricted cash 2,959  4,126 
Investments:
Fixed maturities
Held-to-maturity debt securities, at amortized cost (net of allowance for credit losses of $443 at June 30, 2022 and $0 at December 31, 2021) 51,307  67,164 
Available-for-sale debt securities, at fair value (amortized cost $49,664 at June 30, 2022 and $0 at December 31, 2021) 49,966  — 
Mortgage loans 1,132  2,022 
Other long-term investments 325  325 
Total investments $ 102,730  $ 69,511 
Receivables (net of allowance for credit losses of $1,332 at June 30, 2022 and $1,082 at December 31, 2021) 12,910  15,498 
Prepaid expenses, deposits and other assets 9,250  15,692 
Lease right-of-use assets 27,979  — 
Fixed assets (net of accumulated depreciation of $25,775 at June 30, 2022 and $19,543 at December 31, 2021) 59,474  45,953 
Title plants 13,952  13,952 
Goodwill 111,487  111,487 
Total assets $ 567,080  $ 655,921 
Liabilities and stockholders’ equity
Accounts payable $ 3,306  $ 6,930 
Accrued expenses and other liabilities 36,487  54,149 
Lease liabilities 29,222  — 
Senior secured credit agreement, net of debt issuance costs and original issue discount 148,061  141,769 
Liability for loss and loss adjustment expenses 84,936  80,267 
Warrant liabilities 2,080  16,467 
Sponsor Covered Shares liability 709  5,415 
Total liabilities $ 304,801  $ 304,997 
Stockholders’ equity:
Common stock, 0.0001 par value; 2,000,000,000 shares authorized at June 30, 2022; 325,497,629 and 323,347,806 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively 33  33 
Additional paid-in capital 563,265  543,070 
Accumulated deficit (301,256) (192,179)
Accumulated other comprehensive income 237  — 
Total stockholders’ equity $ 262,279  $ 350,924 
Total liabilities and stockholders’ equity $ 567,080  $ 655,921 



Quarterly Results of Operations and Other Data
The following tables set forth our selected unaudited quarterly consolidated statements of operations data for each of the quarters indicated. The information for each quarter has been prepared on a basis consistent with our audited consolidated financial statements, and reflect, in the opinion of management, all adjustments, which consist only of a normal, recurring nature that are necessary for a fair statement of the financial information contained in those financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following quarterly financial data should be read in conjunction with our consolidated financial statements.
Consolidated Statements of Operations
Three Months Ended
(In thousands) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021 September 30, 2021  December 31, 2021 March 31, 2022 June 30, 2022
Revenues:
Net premiums written
$ 86,334  $ 103,587  $ 98,870  $ 107,992  $ 109,271  $ 141,491  $ 116,598  $ 95,666  $ 108,926 
Escrow, other title-related fees and other
13,382  16,742  17,977  18,575  20,065  20,452  20,493  16,113  14,366 
Investment, dividend and other income
707  743  663  1,229  650  639  588  428  452 
Total revenues
$ 100,423  $ 121,072  $ 117,510  $ 127,796  $ 129,986  $ 162,582  $ 137,679  $ 112,207  $ 123,744 
Expenses:
Premiums retained by Third-Party Agents
$ 56,006  $ 67,024  $ 64,011  $ 70,338  $ 65,181  $ 91,596  $ 71,330  $ 60,602  $ 74,638 
Title examination expense
3,322  4,624  4,393  4,853  5,500  5,289  6,495  5,981  5,146 
Provision for claims
3,040  5,242  5,272  3,249  6,807  6,685  4,594  4,611  6,310 
Personnel costs
32,737  36,197  38,874  43,464  53,954  62,410  78,306  77,793  73,233 
Other operating expenses
10,286  10,210  12,149  14,165  17,181  21,693  26,912  22,754  23,637 
Total operating expenses
$ 105,391  $ 123,297  $ 124,699  $ 136,069  $ 148,623  $ 187,673  $ 187,637  $ 171,741  $ 182,964 
Loss from operations
$ (4,968) $ (2,225) $ (7,189) $ (8,273) $ (18,637) $ (25,091) $ (49,958) $ (59,534) $ (59,220)
Other income (expense):
Change in fair value of warrant and Sponsor Covered Shares liabilities —  —  —  —  —  (4,478) 11,169  13,900  5,193 
Interest expense
(1,123) (1,193) (1,151) (3,360) (4,451) (4,531) (4,519) (4,207) (4,489)
Loss before income taxes
$ (6,091) $ (3,418) $ (8,340) $ (11,633) $ (23,088) $ (34,100) $ (43,308) $ (49,841) $ (58,516)
Income tax expense
(241) (204) (223) (125) (211) (170) (421) (185) (136)
Net loss
(6,332) (3,622) (8,563) (11,758) (23,299) (34,270) (43,729) (50,026) (58,652)




Reconciliation of GAAP to Non-GAAP Measures
The following tables present our reconciliation of GAAP measures to non-GAAP measures for the historical periods indicated.
Retained premiums and fees
Three Months Ended
(In thousands) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021 September 30, 2021  December 31, 2021 March 31, 2022 June 30, 2022
Revenue
$ 100,423  $ 121,072  $ 117,510  $ 127,796  $ 129,986  $ 162,582  $ 137,679  $ 112,207  $ 123,744 
Minus:
Premiums retained by Third-Party Agents 56,006  67,024  64,011  70,338  65,181  91,596  71,330  60,602  74,638 
Retained premiums and fees
$ 44,417  $ 54,048  $ 53,499  $ 57,458  $ 64,805  $ 70,986  $ 66,349  $ 51,605  $ 49,106 
Minus:
Direct labor 13,898  14,892  17,050  17,979  20,902  23,948  26,787  27,798  23,890 
Provision for claims 3,040  5,242  5,272  3,249  6,807  6,685  4,594  4,611  6,310 
Depreciation and amortization 899  1,221  2,579  2,707  3,021  1,978  2,615  3,236  3,747 
Other direct costs(1)
4,898  6,314  4,186  7,109  7,561  10,073  10,322  8,826  8,016 
Gross Profit
$ 21,682  $ 26,379  $ 24,412  $ 26,414  $ 26,514  $ 28,302  $ 22,031  $ 7,134  $ 7,143 
__________________
(1)Includes title examination expense, office supplies, and premium and other taxes.
Adjusted gross profit
Three Months Ended
(in thousands) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021 September 30, 2021  December 31, 2021 March, 31, 2022 June 30, 2022
Gross Profit
$ 21,682  $ 26,379  $ 24,412  $ 26,414  $ 26,514  $ 28,302  $ 22,031  $ 7,134  $ 7,143 
Adjusted for:
Depreciation and amortization 899  1,221  2,579  2,707  3,021  1,978  2,615  3,236  3,747 
Adjusted Gross Profit
$ 22,581  $ 27,600  $ 26,991  $ 29,121  $ 29,535  $ 30,280  $ 24,646  $ 10,370  $ 10,890 
Adjusted EBITDA
Three Months Ended
(in thousands) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 March, 31, 2022 June 30, 2022
Net loss (GAAP)
$ (6,332) $ (3,622) $ (8,563) $ (11,758) $ (23,299) $ (34,270) $ (43,729) $ (50,026) $ (58,652)
Adjusted for:
Depreciation and amortization 899  1,221  2,579  2,707  3,021  1,978  2,615  3,236  3,747 
Interest expense 1,123  1,193  1,151  3,360  4,451  4,531  4,519  4,207  4,489 
Income taxes 241  204  223  125  211  170  421  185  136 
EBITDA
$ (4,069) $ (1,004) $ (4,610) $ (5,566) $ (15,616) $ (27,591) $ (36,174) $ (42,398) $ (50,280)
Adjusted for:
Stock-based compensation 282  355  1,550  2,289  3,713  3,004  11,040  11,393  8,255 
Severance costs 1,385  —  —  —  —  —  —  —  3,828 
Change in fair value of warrant and Sponsor Covered Shares liabilities —  —  —  —  —  4,478  (11,169) (13,900) (5,193)
Adjusted EBITDA
$ (2,402) $ (649) $ (3,060) $ (3,277) $ (11,903) $ (20,109) $ (36,303) $ (44,905) $ (43,390)

Capitol Investment Corp V (NYSE:CAP)
Historical Stock Chart
From Jan 2023 to Feb 2023 Click Here for more Capitol Investment Corp V Charts.
Capitol Investment Corp V (NYSE:CAP)
Historical Stock Chart
From Feb 2022 to Feb 2023 Click Here for more Capitol Investment Corp V Charts.