Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258942
PROSPECTUS
Doma Holdings, Inc.
UP TO 17,333,333 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
OF
WARRANTS
UP TO 249,293,231 SHARES OF COMMON STOCK
UP TO 5,833,333 WARRANTS
This prospectus relates to the issuance by us of up to an aggregate
of 17,333,333 shares of our common stock, which consists of (i) up
to 11,500,000 shares of common stock that are issuable upon the
exercise of 11,500,000 warrants (the “public warrants”) originally
issued in the initial public offering of Capitol Investment Corp. V
(“Capitol”) by the holders thereof and (ii) up to 5,833,333 shares
of common stock that are issuable upon the exercise of 5,833,333
warrants originally issued in a private placement in connection
with the initial public offering of Capitol (the “private placement
warrants,” and together with the public warrants, the
“warrants”).
In addition, this prospectus relates to the offer and sale from
time to time by the selling securityholders named in this
prospectus (the “Selling Securityholders”), or their permitted
transferees, of (a) up to 249,293,231 shares of common stock,
$0.0001 par value per share (“common stock”), which consists of (i)
up to 5,680,466 shares of common stock (the “PIPE shares”) issued
in a private placement pursuant to subscription agreements entered
into on March 2, 2021 (the “PIPE Financing”); (ii) up to
214,469,046 shares of common stock (the “Old Doma stockholder
shares”) issued to certain Old Doma stockholders (as defined
herein); (iii) up to 5,302,659 shares of common stock (the “Sponsor
shares”) issued upon the consummation of the Business Combination
(defined below), in exchange for Capitol Class B common stock
originally issued in a private placement to (a) Capitol Acquisition
Management V LLC, a Delaware limited liability company, (b) Capitol
Acquisition Founder V LLC, a Delaware limited liability company,
(c) Lawrence Calcano, (d) Richard C. Donaldson, (e) Raul J.
Fernandez and (f) Thomas Sidney Smith, Jr., (collectively, the
“Sponsors”); (iv) up to 5,833,333 shares of common stock issued
upon the exercise of the private placement warrants; (v) up to
1,024,912 shares of exchanged restricted common stock (as defined
herein) held by Old Doma stockholders (as defined herein); (vi) up
to 3,055,542 shares of common stock reserved for issuance upon the
exercise of options to purchase common stock; (vii) up to
12,601,609 shares of common stock that may be issued pursuant to
the earnout provisions of the Merger Agreement (as defined below)
(the “Earnout Shares”); and (viii) up to 1,325,664 shares of
restricted common stock subject to certain earnout provisions (the
“Sponsor Covered Shares”) and (b) up to 5,833,333 private placement
warrants.
On July 28, 2021 (the “Closing Date”), Capitol consummated a
business combination (the “Business Combination”) with Doma
Holdings, Inc., a Delaware corporation (“Old Doma”), pursuant to
the agreement and plan of merger, dated March 2, 2021, by and among
Capitol, Capitol V Merger Sub, Inc., a wholly owned subsidiary of
Capitol (“Merger Sub”), and Old Doma (as amended on March 18, 2021,
the “Merger Agreement”). In connection with the Closing (as defined
herein) of the Business Combination, Old Doma changed its name to
States Title Holding, Inc., Capitol changed its name to Doma
Holdings, Inc. (“Doma”) and Old Doma became a wholly owned
subsidiary of Doma. Doma continues the existing business operations
of Old Doma as a publicly traded company.
We registered the resale of shares of common stock and warrants as
required by (i) the amended and restated registration rights
agreement, dated as of July 28, 2021 (the “Registration Rights
Agreement”), entered into by and among Doma, the Sponsors and the
Old Doma stockholders; (ii) the subscription agreements, entered
into by and among Capitol and certain qualified institutional
buyers and accredited investors relating to the purchase of shares
of common stock in private placements consummated in connection
with the Business Combination (the “Subscription Agreements”); and
(iii) the warrant agreement, dated as of December 1, 2020, between
Capitol and Continental Stock Transfer & Trust Company, a New
York corporation, as warrant agent (the “Warrant
Agreement”).
We will receive the proceeds from any exercise of the warrants or
options for cash, but not from the resale of any of the securities
registered hereby by the Selling Securityholders.
We will bear all costs, expenses and fees in connection with the
registration of the securities. The Selling Securityholders will
bear all commissions and discounts, if any, attributable to their
respective sales of the securities.
Certain of the securities being registered hereby are subject
to
certain transfer restrictions as described in “Restrictions
on Resales of Our Securities”
elsewhere in this prospectus.
We are a “smaller reporting company” and “emerging growth company”
as defined in Section 2(a) of the Securities Act of 1933, as
amended (the “Securities Act”), and are subject to reduced
reporting requirements.
Our common stock is currently listed on the New York Stock Exchange
(the “NYSE”) under the symbol “DOMA,” and our public warrants are
currently listed on NYSE under the symbol “DOMA.WS.” On September
9, 2022, the closing price of our common stock was $0.57 and the
closing price for our public warrants was $0.06.
See the section “Risk Factors” beginning on page 6 of this
prospectus to read about factors you should consider before buying
our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is September 12, 2022.
MARKET AND INDUSTRY DATA
This prospectus and the documents incorporated by reference herein
contain information concerning the market and industry in which
Doma conducts its business. Doma operates in an industry in which
it is difficult to obtain precise industry and market information.
Doma has obtained market and industry data in this prospectus and
the documents incorporated by reference herein from industry
publications and from surveys or studies conducted by third parties
that it believes to be reliable. Doma cannot assure you of the
accuracy and completeness of such information, and it has not
independently verified the market and industry data contained in
this prospectus, the documents incorporated by reference herein, or
the underlying assumptions relied on therein. As a result, you
should be aware that any such market, industry and other similar
data may not be reliable. While Doma is not aware of any
misstatements regarding any industry data presented in this
prospectus, such data involves risks and uncertainties and is
subject to change based on various factors, including those
discussed under the section “Risk
Factors”
below.
TRADEMARKS
This prospectus and the documents incorporated by reference herein
contain references to trademarks and service marks belonging to
other entities. Solely for convenience, trademarks and trade names
referred to in this prospectus and the documents incorporated by
reference herein may appear without the ® or ™ symbols, but such
references are not intended to indicate, in any way, that the
applicable licensor will not assert, to the fullest extent under
applicable law, its rights to these trademarks and trade names.
Doma does not intend its use or display of other companies’ trade
names, trademarks or service marks to imply a relationship with, or
endorsement or sponsorship of it by, any other
companies.
TABLE OF CONTENTS
This prospectus is part of a registration statement that we have
filed with the SEC pursuant to which the Selling Securityholders
named herein may, from time to time, offer and sell or otherwise
dispose of the securities covered by this prospectus. Neither we
nor the Selling Securityholders have authorized anyone to provide
any information or to make any representations other than those
contained in this prospectus or incorporated by reference into this
prospectus, any prospectus supplements or free writing prospectuses
we have prepared. Neither we nor the Selling Securityholders take
responsibility for, or can provide assurance as to the reliability
of, any other information that others may give you. You should not
assume that the information in this prospectus or any applicable
prospectus supplement or free writing prospectus is accurate as of
any date other than the date of the applicable document, regardless
of the time of delivery of this prospectus or any other document or
the sale of any common stock or warrants. Since the date of this
prospectus or any prospectus supplement or free writing prospectus,
or any documents incorporated by reference herein and therein, our
business, financial condition, results of operations and prospects
may have changed. It is important for you to read and consider all
information contained in this prospectus or any prospectus
supplement or free writing prospectus, including the documents
incorporated by reference herein and therein, in making any
investment decision. You should also read and consider the
information in the documents to which we have referred you under
the sections titled “Where
You Can Find More Information”
and “Incorporation
by Reference”
in this prospectus.
We are not, and the Selling Securityholders are not, making an
offer to sell these securities in any jurisdiction where an offer
or sale is not permitted.
ABOUT THIS PROSPECTUS
On July 28, 2021 (the “Closing Date”), Capitol consummated a
business combination (the “Business Combination”) with Doma
Holdings, Inc., a Delaware corporation (“Old Doma”), pursuant to
the agreement and plan of merger, dated March 2, 2021, by and among
Capitol, Capitol V Merger Sub, Inc., a wholly owned subsidiary of
Capitol (“Merger Sub”), and Old Doma (as amended on March 18, 2021,
the “Merger Agreement”). In connection with the Closing (defined
herein) of the Business Combination, Old Doma changed its name to
States Title Holding, Inc., Capitol changed its name to Doma
Holdings, Inc. and Old Doma became a wholly owned subsidiary of
Doma. Doma continues the existing business operations of Old Doma
as a publicly traded company.
Unless the context indicates otherwise, references in this
prospectus to the “company,” “Doma,” “we,” “us,” “our” and similar
terms refer to Doma Holdings, Inc. (f/k/a Capitol Investment Corp.
V) and its consolidated subsidiaries. References to “Capitol” refer
to our predecessor company prior to the consummation of the
Business Combination. References to “Old Doma” refer to Old Doma
prior to the Business Combination and to States Title, the wholly
owned subsidiary of Doma, upon the consummation of the Business
Combination.
This prospectus is part of a registration statement on Form S-1
that we filed with the Securities and Exchange Commission (the
“SEC”) using the “shelf” registration process. Under this shelf
registration process, the Selling Securityholders may, from time to
time, sell the securities offered by them described in this
prospectus. We will not receive any proceeds from the sale by such
Selling Securityholders of the securities offered by them described
in this prospectus. This prospectus also relates to the issuance by
us of the shares of our common stock issuable upon the exercise of
any of our warrants and stock options. We will not receive any
proceeds from the sale of shares of our common stock underlying the
warrants or stock options pursuant to this prospectus, except with
respect to amounts received by us upon the exercise of the warrants
and stock options for cash.
We and the Selling Securityholders have not authorized anyone to
provide you with any information or to make any representations
other than those contained in or incorporated by reference into
this prospectus, any applicable prospectus supplement or any free
writing prospectuses we have prepared. We and the Selling
Securityholders take no responsibility for, and can provide no
assurance as to the reliability of, any other information that
others may provide you. The Selling Securityholders are offering to
sell, and seeking offers to buy, shares of our common stock only in
jurisdictions where offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of
this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our common stock.
We may also provide a prospectus supplement or post-effective
amendment to the Registration Statement to add information to, or
update or change information contained in, this prospectus. You
should read both this prospectus and any applicable prospectus
supplement or post-effective amendment to the Registration
Statement together with the additional information to which we
refer you in the sections of this prospectus entitled
“Where
You Can Find More Information”
and “Incorporation
by Reference.”
SELECTED DEFINITIONS
Unless otherwise stated in this prospectus or the context otherwise
requires, references to:
“2019
Equity Incentive Plan”
are to the States Title Holding, Inc. 2019 Equity Incentive
Plan.
“board
of directors”
are to our board of directors;
“bylaws”
are to the amended and restated bylaws of Doma;
“Capitol
Class A common stock”
are to the Class A common stock of Capitol, par value $0.0001 per
share;
“Capitol
Class B common stock”
are to the Class B common stock of Capitol, par value $0.0001 per
share;
“Capitol
common stock”
are to Capitol Class A common stock and the Capitol Class B common
stock, collectively;
“certificate
of incorporation”
are to the amended and restated certificate of incorporation of
Doma;
“Closing”
are to the closing of the Business Combination;
“common
stock”
are to shares of Doma common stock, par value $0.0001 per
share;
“company,”
“Doma,”
“we,”
“us”
and “our”
are to Doma Holdings, Inc. (f/k/a Capitol Investment Corp. V) after
the Business Combination;
“Continental”
are to Continental Stock Transfer & Trust Company;
“DGCL”
are to the Delaware General Corporation Law, as
amended;
“Earnout
Fully Diluted Shares”
means the sum of (i) the aggregate number of outstanding shares of
our common stock (including restricted common stock, but excluding
Sponsor Covered Shares), plus (ii) the maximum number of shares
underlying our options that are vested (calculated on a net
exercise basis and assuming, for this purpose, a price per share of
our common stock of $10.00) and the maximum number of shares
underlying our warrants (calculated on a net exercise basis and
assuming, for this purpose, a price per share of our common stock
of $10.00), in each case of these clauses (i) and (ii), as of
immediately following Closing, and, for the avoidance of doubt,
after giving effect to all redemptions and any forfeiture pursuant
to the Sponsor Support Agreement;
“Earnout
Shares”
are to 5% of the Earnout Fully Diluted Shares in the form of
earnout consideration, payable in two equal tranches if the closing
price of our common stock exceeds $15.00 and $17.50 per share for
any 20 trading days within any 30-trading day period following the
Closing and ending no later than the five-year anniversary of the
Closing;
“exchanged
restricted common stock”
are to each outstanding Old Doma restricted shares which received
an award with respect to a number of restricted shares of our
common stock;
“initial
public offering”
or “IPO”
are to Capitol’s initial public offering that was consummated on
December 4, 2020;
“IPO
registration statement”
are to the Registration Statement on Form S-1 (File No. 333-249856)
filed by Capitol in connection with its initial public offering,
which became effective on December 1, 2020;
“Merger”
are to the merger of Old Doma with and into Merger Sub, with Old
Doma, now known as States Title Holding, Inc., being the surviving
entity of the Merger;
“Old
Doma capital stock”
are to the Old Doma common stock and Old Doma preferred
stock;
“Old
Doma common stock”
are to shares of Old Doma common stock, par value $0.0001 per
share;
“Old
Doma options”
are to options to purchase shares of Old Doma common
stock;
“Old
Doma preferred stock”
are to shares of Old Doma preferred stock, par value $0.0001 per
share;
“Old
Doma restricted shares”
are to unvested restricted shares of Old Doma common stock granted
pursuant to the 2019 Equity Incentive Plan upon the “early
exercise” of Old Doma options;
“Old
Doma stockholders”
are to the former stockholders of Old Doma;
“Old
Doma stockholder shares”
are to shares of common stock issued to certain former stockholders
of Old Doma;
“Old
Doma Support Agreements”
are to the Voting and Support Agreements entered into by Capitol,
Old Doma and certain holders of Doma capital stock following the
execution of the Merger Agreement;
“Old
Doma warrants”
are to warrants to purchase shares of Old Doma capital
stock;
“options”
are to options to purchase common stock after the assumption by us
of the options to purchase our common stock;
“Person”
are to any individual, firm, corporation, partnership (limited or
general), limited liability company, incorporated or unincorporated
association, joint venture, joint stock company, governmental
agency or instrumentality or other entity of any kind;
“PIPE
Financing”
are to the purchase of shares of our common stock pursuant to the
Subscription Agreements;
“PIPE
Investors”
are to those certain investors participating in the PIPE Financing
pursuant to the Subscription Agreements;
“PIPE
Shares”
are to those shares of our common stock purchased pursuant to the
Subscription Agreements;
“replacement
warrants”
are to the warrants to purchase our common stock issued in exchange
for Old Doma warrants;
“restricted
common stock”
are to restricted shares of our common stock;
“Selling
Securityholders”
are to the selling securityholders covered by this
prospectus;
“Sponsors”
are to (i) Capitol Acquisition Management V LLC, a Delaware limited
liability company, (ii) Capitol Acquisition Founder V LLC, a
Delaware limited liability company, (iii) Lawrence Calcano, (iv)
Richard C. Donaldson, (v) Raul J. Fernandez and (vi) Thomas Sidney
Smith, Jr., collectively;
“Sponsor
Covered Shares”
are to the 20% of the aggregate of Capitol Class B common stock
held by the Sponsors immediately after the Closing (including after
giving effect to any forfeiture described below, and not more than
1,725,000 shares) became unvested and subject to forfeiture unless
certain earnout conditions are satisfied;
“Sponsor
shares”
are to the shares of Capitol’s Class B common stock purchased by
the Sponsors in a private placement prior to Capitol’s initial
public offering and the common stock that was issued upon the
conversion thereof; and
“Sponsor
Support Agreement”
are to that certain Support Agreement, dated March 2, 2021, by and
among the Sponsors, Capitol and Old Doma, as amended and modified
from time to time.
PROSPECTUS SUMMARY
This summary does not contain all of the information that is
important to you in making an investment decision. Before investing
in our securities, you should carefully read this entire
prospectus, including our financial statements and the related
notes incorporated by reference in this prospectus. See also the
sections titled “Risk Factors,” “Where You Can Find Additional
Information” and “Incorporation by Reference.”
Mission
Doma is a technology company that is architecting the future of
real estate transactions. Using machine intelligence and our
proprietary technology solutions, we are creating a vastly more
simple, efficient, and affordable real estate closing experience
for current and prospective homeowners, lenders, title agents and
real estate professionals.
Our mission is to remove friction and frustration from an
antiquated real estate transaction process that has been stuck in
the 19th century, buried in piles of paper and hampered by
technology that is decades out of date. Our approach is based on
our innovative cloud platform, “Doma Intelligence,” which will
enable us to deliver a significantly improved customer experience
at every point in the closing process of a home purchase or
refinance.
Doma’s broader mission is founded on the premise that home
ownership represents a key milestone in life that should be
available to all individuals. The important life event of owning a
home is, however, also one of the most stressful processes —
according to a survey of 2,000 Americans by Homes.com, about 40%
said buying a new home is the most stressful event in modern life.
Another 44% said they felt nervous throughout the home-buying
process. We believe that these sentiments are due in large part to
the complexity and lack of transparency that exists in the real
estate industry today.
Corporate Information
Capitol Investment Corp. V, Doma’s predecessor company (“Capitol”),
was originally formed as a Cayman Islands exempted company on May
1, 2017. In May 2019, Capitol redomesticated from the Cayman
Islands to Delaware and became a Delaware corporation. On July 28,
2021, Capitol consummated the Business Combination with Old Doma,
pursuant to the Merger Agreement. In connection with the Business
Combination, Capitol changed its name to Doma Holdings, Inc. Our
principal executive offices are located at 101 Mission Street,
Suite 740, San Francisco, California 94105 and our telephone number
is (650) 419-3827. Our website address is
www.doma.com.
Our website and the information contained therein or connected
thereto is not incorporated into this prospectus or the
registration statement of which it forms a part.
Emerging Growth Company and Smaller Reporting Company
Section 102(b)(1) of the Jumpstart Our Business Startups Act of
2012 (the “JOBS Act”) exempts emerging growth companies from being
required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had
a registration statement under the Securities Act declared
effective or do not have a class of securities registered under the
Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a
company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. We
have elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has
different application dates for public or private companies, we, as
an emerging growth company, can adopt the new or revised standard
at the time private companies adopt the new or revised standard.
This may make comparison of our financial statements with those of
another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the
extended transition period difficult or impossible because of the
potential differences in accounting standards used.
We will cease to be an emerging growth company upon the earliest of
(i) the end of the fiscal year following the fifth anniversary of
the closing of Capitol’s IPO; (ii) the first fiscal year after our
annual gross revenues are $1.07 billion or more; (iii) the date on
which we have, during the three-year period, issued more than $1.0
billion in nonconvertible debt securities; or (iv) the end of any
fiscal year in which we are deemed to be a large
accelerated
filer, which means the market value of our common stock held by
non-affiliates exceeded $700 million as of the end of the second
quarter of that fiscal year. References herein to “emerging growth
company” have the meaning associated with it in the JOBS
Act.
Additionally, we are a smaller reporting company as defined in Item
10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including,
among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the
last day of the fiscal year in which (1) the market value of our
common stock held by non-affiliates exceeds $250 million as of the
end of that fiscal year’s second fiscal quarter or (2) our annual
revenues exceeded $100 million during such completed fiscal year
and the market value of our common stock held by non-affiliates
exceeds $700 million as of the end of that fiscal year’s second
fiscal quarter.
THE OFFERING
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Issuer
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Doma Holdings, Inc. (f/k/a Capitol Investment Corp. V) |
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Issuance of common stock
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Shares of common stock offered by us
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17,333,333 shares of common stock issuable upon the exercise of the
warrants consisting of (i) 11,500,000 shares of common stock
issuable upon the exercise of the public warrants and
(ii) 5,833,333 shares of common stock issuable upon the
exercise of the private placement warrants. |
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Shares of common stock outstanding prior to the exercise of all
warrants
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326,823,293 shares (as of June 30, 2022).
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Exercise price of warrants
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$11.50 per share, subject to adjustments as described
therein. |
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Use of proceeds
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We will receive up to an aggregate of approximately $199.3 million
from the exercise of the warrants, assuming the exercise in full of
all of the warrants for cash. We expect to use the net proceeds
from the exercise of the warrants for general corporate purposes.
See “Use
of Proceeds.”
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Resale of common stock and warrants
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Shares of common stock offered by the Selling
Securityholders
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249,293,231 shares of common stock, consisting of (i) up to
5,680,466 PIPE shares; (ii) up to 214,469,046 of Old Doma
stockholder shares; (iii) up to 5,302,659 Sponsor shares;
(iv) up to 5,833,333 shares of common stock issued upon the
exercise of the private placement warrants; (v) up to
1,024,912 shares of exchanged restricted common stock; (vi) up to
3,055,542 shares of common stock reserved for issuance upon the
exercise of options; (vii) up to 12,601,609 Earnout Shares; and
(viii) up to 1,325,664 Sponsor Covered Shares.
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Private placement warrants offered by the Selling
Securityholders
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5,833,333 private placement warrants. |
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Use of proceeds
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We will not receive any proceeds from the sale of shares of common
stock or the private placement warrants by the Selling
Securityholders. |
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Transfer restrictions
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Certain of our securityholders are subject to certain restrictions
on transfer. See “Restrictions
on Resales of Our Securities”
for further discussion.
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NYSE stock symbols
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Our common stock and public warrants are listed on the NYSE under
the symbols “DOMA” and “DOMA.WS,” respectively. |
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Risk factors |
See the section titled “Risk
Factors”
and other information included in this prospectus for a discussion
of factors you should consider before investing in our
securities.
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RISK FACTORS
An investment in Doma’s securities involves a high degree of risk.
You should carefully consider the risks incorporated by reference
to Doma’s most recent Annual Report on Form 10-K, any subsequent
Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and
all other information contained or incorporated by reference into
this prospectus as updated by Doma’s subsequent filings under the
Exchange Act, and the risk factors and other information contained
in any applicable prospectus supplement and any applicable free
writing prospectus before acquiring any such securities. Doma’s
business, prospects, financial condition, or operating results
could be harmed by any of these risks, as well as other risks not
known to it or that it considers immaterial as of the date of this
prospectus. The trading price of Doma’s securities could decline
due to any of these risks, and, as a result, you may lose all or
part of your investment. See “Incorporation
by Reference.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), in this prospectus
and the documents incorporated by reference herein. We have based
these forward-looking statements on our current expectations and
projections about future events. All statements, other than
statements of present or historical fact included in this
prospectus and the documents incorporated by reference herein,
about our plans, strategies and prospects, both business and
financial, are forward-looking statements. Any statements that
refer to projections, forecasts or other characterizations of
future events or circumstances, including any underlying
assumptions, are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as “may,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,”
“intend,” “believe,” “estimate,” “continue,” “goal,” “project” or
the negative of such terms or other similar expressions. Moreover,
the absence of these words does not mean that a statement is not
forward looking. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us
that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or
implied by such forward-looking statements. Except as otherwise
required by applicable law, we disclaim any duty to update any
forward-looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances
after the date of this prospectus. We caution you that these
forward-looking statements are subject to numerous risks and
uncertainties, most of which are difficult to predict and many of
which are beyond our control.
Forward-looking statements contained in this prospectus include,
but are not limited to, statements about:
•our
projected financial information, anticipated growth rate, and
market opportunity;
•our
ability to maintain the listing of our common stock on the New York
Stock Exchange;
•our
ability to raise financing in the future and to comply with
restrictive covenants related to long-term
indebtedness;
•our
success in retaining or recruiting, or changes required in, our
officers, key employees or directors;
•the
accounting of our warrants as liabilities and any changes in the
value of our warrants having a material effect on our financial
results;
•factors
relating to our business, operations and financial performance,
including:
◦our
ability to drive an increasing proportion of orders in both our
strategic and enterprise accounts and our local channels through
the Doma Intelligence platform;
◦changes
in the competitive and regulated industries in which we operate,
variations in technology and operating performance across
competitors, and changes in laws and regulations affecting our
business;
◦our
ability to implement business plans, forecasts and other
expectations, and identify and realize additional
opportunities;
◦the
impact of COVID-19 on our business;
◦costs
related to the Business Combination and the failure to realize
anticipated benefits of the Business Combination or to realize any
financial projections or estimated pro forma results;
and
•other
factors detailed under the section “Risk
Factors”
and in our periodic filings with the SEC.
Given these risks and uncertainties, you should not place undue
reliance on these forward-looking statements. Additional cautionary
statements or discussions of risks and uncertainties that could
affect our results or the
achievement of the expectations described in forward-looking
statements may also be contained in any accompanying prospectus
supplement.
Should one or more of the risks or uncertainties described in this
prospectus occur, or should underlying assumptions prove incorrect,
actual results and plans could differ materially from those
expressed in any forward-looking statements.
You should read this prospectus, any documents incorporated by
reference herein and any accompanying prospectus supplement
completely and with the understanding that our actual future
results, levels of activity and performance as well as other events
and circumstances may be materially different from what we expect.
We qualify all of our forward-looking statements by these
cautionary statements.
Our SEC filings are available publicly on the SEC’s website at
www.sec.gov.
USE OF PROCEEDS
All of the common stock and private placement warrants offered by
the Selling Securityholders pursuant to this prospectus will be
sold by the Selling Securityholders for their respective accounts.
We will not receive any of the proceeds from these
sales.
Assuming the exercise of all outstanding warrants for cash, we will
receive an aggregate of approximately $199.3 million, but we will
not receive any proceeds from the sale of the shares of common
stock issuable upon such exercise. We expect to use the net
proceeds from the exercise of the warrants, if any, for general
corporate purposes. We will have broad discretion over the use of
any proceeds from the exercise of the warrants. There is no
assurance that the holders of the warrants will elect to exercise
for cash any or all of such warrants. To the extent that any
warrants are exercised on a “cashless basis,” the amount of cash we
would receive from the exercise of the warrants will
decrease.
SELLING SECURITYHOLDERS
This prospectus relates to the offer and sale from time to time by
the Selling Securityholders of:
•up
to 5,680,466 PIPE shares;
•up
to 214,469,046 of Old Doma stockholder shares;
•up
to 5,302,659 Sponsor shares;
•up
to 5,833,333 shares of common stock issuable upon the exercise of
the private placement warrants;
•up
to 1,024,912 shares of exchanged restricted common
stock;
•up
to 3,055,542 shares of common stock reserved for issuance upon the
exercise of options;
•up
to 12,601,609 Earnout Shares;
•up
to 1,325,664 Sponsor Covered Shares; and
•up
to 5,833,333 private placement warrants;
The Selling Securityholders may from time to time offer and sell
any or all of the shares of common stock and warrants set forth
below pursuant to this prospectus and any accompanying prospectus
supplement. See “Plan
of Distribution.”
When we refer to the “Selling Securityholders” in this prospectus,
we mean the persons listed in the table below, and their permitted
transferees who later come to hold any of the Selling
Securityholders’ interest in our common stock or warrants in
accordance with the terms of the agreements governing the
registration rights applicable to such Selling Securityholder’s
shares of common stock or warrants.
Certain of the Selling Securityholders listed below entered into
agreements that restrict the transfer of the shares of our common
stock that otherwise may be sold from time to time pursuant to the
registration statement of which this prospectus forms part. See
“Restrictions
on Resales of Our Securities”
for further discussion.
The following table is prepared based on information provided to us
by the Selling Securityholders. It sets forth, as of the June 30,
2022 (unless otherwise noted), the names of the Selling
Securityholders, the aggregate number of shares of common stock and
warrants beneficially owned, the aggregate number of shares of
common stock and warrants that the Selling Securityholders may
offer pursuant to this prospectus, and the aggregate number of
shares of common stock and warrants beneficially owned by the
Selling Securityholders after the sale of the securities offered
hereby, assuming that the Selling Securityholders will have sold
all of the securities covered by this prospectus upon the
completion of the offering and no other purchases or sales of our
securities by the Selling Securityholders will have
occurred.
Beneficial ownership is determined according to the rules of the
SEC, which generally provide that a person has beneficial ownership
of a security if he, she or it possesses sole or shared voting or
investment power over that security, including options and warrants
that are currently exercisable or exercisable within 60
days.
The beneficial ownership of our common stock is based on
326,823,293 shares of common stock issued and outstanding
(including the Sponsor Covered Shares) as of June 30, 2022. In
calculating percentages of shares of common stock owned by a
particular Selling Securityholder, we treated as outstanding the
number of shares of our common stock issuable upon exercise of that
particular Selling Securityholder’s warrants or options, if any,
and did not assume the exercise of any other Selling
Securityholder’s warrants or options.
Selling Securityholder information for each additional Selling
Securityholder, if any, will be set forth by prospectus supplement
to the extent required prior to the time of any offer or sale of
such Selling Securityholder’s shares pursuant to this prospectus.
Any prospectus supplement may add, update, substitute, or change
the information contained in this prospectus, including the
identity of each Selling Securityholder and the number of shares
registered on its behalf.
Unless otherwise indicated, we believe that all persons named in
the table below have sole voting and investment power with respect
to the voting securities beneficially owned by them.
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Beneficial ownership before the offering |
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Securities being offered |
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Beneficial ownership after the offering |
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Name and address of selling securityholder(1)
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Number of shares of common stock |
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% of common stock |
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Number of private placement warrants |
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Number of shares of common stock |
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Number of private placement warrants |
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Number of shares of common stock |
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% of common stock |
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Number of private placement warrants |
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75 and Sunny LP(2)
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200,000 |
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* |
|
— |
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200,000 |
|
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— |
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— |
|
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— |
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— |
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Allspring Special Small Cap Value Fund(3)
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1,250,000 |
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* |
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— |
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1,250,000 |
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— |
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— |
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— |
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— |
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American Bankers Insurance Group, Inc.(4)†
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1,325,464 |
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* |
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— |
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1,589,633 |
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— |
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— |
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— |
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— |
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Capitol Acquisition Founder V LLC(5)†
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4,316,577 |
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1.3 |
% |
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1,942,980 |
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4,316,577 |
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1,942,980 |
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— |
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— |
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— |
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Capitol Acquisition Management V LLC(6)†
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7,458,047 |
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2.3 |
% |
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3,357,021 |
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7,458,047 |
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3,357,021 |
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343,700 |
|
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* |
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— |
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Entities affiliated with Fifth Wall(7)†
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6,453,219 |
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2.0 |
% |
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— |
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7,598,772 |
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— |
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— |
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— |
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— |
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Entities affiliated with Foundation Capital(8)†
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44,777,155 |
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13.7 |
% |
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— |
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47,156,933 |
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— |
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— |
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— |
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— |
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Entities affiliated with Lennar Corporation(9)†
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82,699,024 |
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25.3 |
% |
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— |
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87,043,414 |
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— |
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— |
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— |
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— |
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Entities affiliated with Millennium Management
LLC(10)
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5,536,159 |
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1.7 |
% |
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— |
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30,466 |
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— |
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5,505,693 |
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1.7 |
% |
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— |
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Entities affiliated with StepStone(11)†
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14,879,484 |
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4.6 |
% |
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— |
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15,670,286 |
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— |
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— |
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— |
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— |
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Eric Watson(12)†
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566,467 |
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* |
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— |
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773,939 |
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— |
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— |
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— |
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— |
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Fidelity Funds(13)
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2,500,000 |
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* |
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— |
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2,500,000 |
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— |
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— |
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— |
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— |
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Hasan Rizvi(14)†
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2,623,074 |
|
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* |
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— |
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3,379,852 |
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— |
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— |
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— |
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— |
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Highline Investments LLC |
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700,000 |
|
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* |
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— |
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700,000 |
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— |
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— |
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— |
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— |
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Karen Richardson(15)†
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692,889 |
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* |
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— |
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729,714 |
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— |
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— |
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— |
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— |
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Lawrence Summers(16)†
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1,230,059 |
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* |
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— |
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1,295,433 |
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— |
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— |
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— |
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— |
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Lawrence Calcano(17)†
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171,758 |
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* |
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133,333 |
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171,758 |
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133,333 |
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— |
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— |
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— |
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Matthew E. Zames(18)†
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752,838 |
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* |
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— |
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792,849 |
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— |
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— |
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— |
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— |
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Max Simkoff(19)†
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48,746,493 |
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14.9 |
% |
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— |
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51,337,230 |
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— |
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— |
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— |
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— |
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PIMCO Tactical Opportunities Master Fund Ltd.(20)
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500,000 |
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* |
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— |
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500,000 |
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— |
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— |
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— |
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— |
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Raul J. Fernandez(21)†
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171,758 |
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* |
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133,333 |
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171,758 |
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133,333 |
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— |
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— |
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— |
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Richard C. Donaldson(22)†
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729,408 |
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* |
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133,333 |
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171,758 |
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133,333 |
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557,650 |
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* |
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— |
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SCOR U.S. Corporation(23)†
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13,562,259 |
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4.1 |
% |
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— |
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14,283,054 |
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— |
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— |
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— |
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— |
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Thomas S. Smith, Jr.(24)†
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171,758 |
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* |
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133,333 |
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171,758 |
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133,333 |
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— |
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— |
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— |
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__________________
*Less
than one percent.
†Party
to the Registration Rights Agreement.
(1)Unless
otherwise noted, the business address of each of those listed in
the table above is 101 Mission Street, Suite 740, San Francisco,
California 94105.
(2)Spencer
Rascoff is the 100% beneficial owner of 75 and Sunny LP. He is also
the President of 75 and Sunny Inc., which is the General Partner of
75 and Sunny LP. The address of 75 and Sunny, LP is 3019 Wilshire
Blvd #317, Santa Monica, California 90403.
(3)Allspring
Special Small Cap Value Fund is a mutual fund registered with the
U.S. Securities and Exchange Commission under the Investment
Company Act of 1940, as amended, whose account is sub-advised by
Allspring Global Investments, LLC, including dispositive power over
the shares. The Board of Trustees of Allspring Funds Trust has
delegated the responsibility for voting proxies relating to the
Allspring Funds’ portfolio securities to Allspring Funds
Management, LLC, the investment manager of the Allspring Funds, and
has
adopted policies and procedures that are used to determine how to
vote proxies relating to portfolio securities held by the Allspring
Funds. The address of these entities is 525 Market Street, 12th
Floor San Francisco, California 94105.
(4)Shares
offered hereby consist of (i) up to 1,325,464 shares of our common
and (ii) up to 264,169 Earnout Shares. American Bankers Insurance
Group, Inc. (“ABIG”) is a wholly-owned subsidiary of Assurant,
Inc., a public company listed on the NYSE under the symbol “AIZ.”
The applicable investment committee members of ABIG have voting and
investment power over the shares held by ABIG. Such investment
committee members expressly disclaim beneficial ownership of all
shares held by ABIG. The address of ABIG is c/o Assurant, Inc.,
11222 Quail Roost Drive, Miami, Florida 33157.
(5)L.
Dyson Dryden was the President, Chief Financial Officer and a
director of Capitol, the predecessor company to Doma. Shares listed
as beneficially owned consist of (i) 1,898,879 shares of our common
stock, (ii) 474,718 Sponsor Covered Shares and (iii) 1,942,980
shares of our common stock issuable upon the exercise of the
private placement warrants. Securities offered hereby consist of
(i) up to 1,898,879 shares of our common stock, (ii) up to 474,718
Sponsor Covered Shares, (iii) up to 1,942,980 private placement
warrants and (iv) up to 1,942,980 shares of our common stock
issuable upon the exercise of the private placement warrants.
Capitol Acquisition Founder V LLC is controlled by Mr. Dryden. The
address of Capitol Acquisition Founder V LLC is 305 West
Pennsylvania Avenue, Towson, Maryland 21204.
(6)Mark
D. Ein is a member of our board of directors and was previously the
Chairman, Chief Executive Officer and a director of Capitol, the
predecessor company to Doma. Shares listed as beneficially owned
consist of (i) 3,280,824 shares of our common stock, (ii) 820,202
Sponsor Covered Shares and (iii) 3,357,021 shares of our common
stock issuable upon the exercise of the private placement warrants.
Securities offered hereby consist of (i) up to 3,280,824 shares of
our common stock, (ii) up to 820,202 Sponsor Covered Shares, (iii)
up to 3,357,021 private placement warrants and (iv) up to 3,357,021
shares of our common stock issuable upon the exercise of the
private placement warrants. Capitol Acquisition Management V LLC is
controlled by Mr. Ein. The address of Capitol Acquisition
Management V LLC is 1300 17th Street North, Suite 820, Arlington,
Virginia 22209. This does not reflect the 343,700 shares of common
stock held by Mr. Ein directly as of July 29, 2022.
(7)As
of the close of business on June 30, 2022 consists of 6,453,219
shares of our common stock held by Fifth Wall Ventures, L.P.
(“FWV”). Shares offered hereby consist of (i) up to 6,453,219
shares of our common stock and (ii) up to 1,145,553 Earnout Shares
(consists of Earnout Shares issuable to (a) FWV, (b) Fifth Wall
Ventures SPV XIX, L.P. (“FWV SPV XIX”) and (c) Fifth Wall Ventures
SPV XX, L.P. (“FWV SPV XX”)). Fifth Wall Ventures GP, LLC is the
general partner of FWV SPV XX, FWV SPV XIX and FWV, each a Delaware
limited partnership (the “Subsidiary Funds”). Fifth Wall Ventures
Management, L.P. serves as the sole manager of Fifth Wall Ventures
GP, LLC. Fifth Wall Ventures Management GP, LLC is the general
partner of Fifth Wall Ventures Management, L.P. Each of Fifth Wall
Ventures GP, LLC, Fifth Wall Ventures Management, L.P. and Fifth
Wall Ventures Management GP, LLC expressly disclaims beneficial
ownership of the shares held by each Subsidiary Fund. Each
Subsidiary Fund expressly disclaims ownership of any shares held by
any other Subsidiary Fund. Investment and voting decisions with
respect to interests held by Fifth Wall Ventures Management GP, LLC
are made by its members Brendan Wallace, Andriy Mykhaylovskyy and
Brad Greiwe (the “Members”). Each of the Members expressly
disclaims beneficial ownership of the shares held by the Subsidiary
Funds. The address for each of these entities is 6060 Center Drive,
10th Floor, Los Angeles, California 90045.
(8)Shares
listed as beneficially owned consist of (i) 10,520,957 shares held
by Foundation Capital Leadership Fund II, L.P. (“FCL2”), (ii)
722,269 shares held by Foundation Capital VIII Principals Fund, LLC
(“FC8P”) and (iii) 33,533,929 shares held by Foundation Capital
VIII, L.P. (“FC8”). Shares offered hereby consist of (i) up to
44,777,155 shares of our common stock and (ii) up to 2,379,778
Earnout Shares. Foundation Capital Management Co. LF II, L.L.C.
(“FCMLF2”) serves as the sole general partner of FCL2 and, as such,
FCMLF2 possesses voting and dispositive power over the shares held
by FCL2, and may be deemed to have indirect beneficial ownership of
the shares held by FCL2. FCMLF2 disclaims beneficial ownership of
such securities except to the extent of its pecuniary interest
therein. Ashu Garg, Charles Moldow and Steve Vassallo are the
managers of FCMLF2. Foundation Capital Management Co. VIII, L.L.C.
(“FCM8”) serves as the sole manager of FC8P and, as such, FCM8
possesses voting and dispositive power over the shares held by
FC8P, and may be deemed to have indirect beneficial ownership of
the shares held by FC8P. FCM8 disclaims beneficial ownership of
such securities except to the extent of its pecuniary interest
therein. FCM8 serves as the sole general partner of FC8 and, as
such, FCM8 possesses voting and dispositive power over the shares
held by FC8, and may be deemed to have indirect beneficial
ownership of the shares held by FC8. FCM8 disclaims beneficial
ownership of such securities except to the extent of its pecuniary
interest therein. Paul Holland and Messers. Garg, Moldow and
Vassallo are the managers of FCM8. Charles Moldow is a director of
Doma. Messers. Garg, Holland, Moldow and Vassallo disclaim
beneficial ownership except to the extent of their pecuniary
interest therein. The address for each of these entities is 550
High Street, 3rd Floor, Palo Alto, California 94301.
(9)As
of June 30, 2022, represents (i) 82,242,689 shares held by LENX ST
Investor, LLC and (ii) 456,335 shares held by Len FW Investor, LLC.
Shares offered hereby consist of (i) 82,699,024 shares of our
common stock and (ii) up to 4,344,390 Earnout Shares. Each of LENX
ST Investor, LLC and Len FW Investor, LLC is wholly-owned by LEN X,
LLC, which in turn is wholly-owned by Lennar Corporation. Each of
LENX ST Investor, LLC, LEN X, LLC and Lennar Corporation has shared
voting and dispositive power over the shares held by LENX ST
Investor, LLC, and each of Len FW Investor, LLC, LEN X, LLC and
Lennar Corporation has shared voting and dispositive power over the
shares held by Len FW Investor, LLC. The address for each of these
entities is 5505 Blue Lagoon Drive, Miami, Florida
33126.
(10)As
of the close of business on June 30, 2022: (i) Integrated Core
Strategies (US) LLC, a Delaware limited liability company
(“Integrated Core Strategies”), beneficially owned 93,500 shares of
the Company’s common stock, par value $0.0001 per share (“Common
Stock”) (consisting of: (a) 30,466 shares of the Company’s Common
Stock purchased in a private placement pursuant to a subscription
agreement dated March 2, 2021 (the “PIPE”) and (b) an additional
63,034 shares of the Company’s Common Stock acquired separately
from the
PIPE); (ii) Riverview Group LLC, a Delaware limited liability
company (“Riverview Group”), beneficially owned 5,314,775 shares of
the Company’s Common Stock (which are issuable upon exercise of
certain warrants); (iii) ICS Opportunities, Ltd., an exempted
company organized under the laws of the Cayman Islands (“ICS
Opportunities”), beneficially owned 120,000 shares of the Company’s
Common Stock (which are issuable upon exercise of certain
warrants); and (iv) Integrated Assets, Ltd., an exempted company
organized under the laws of the Cayman Islands (“Integrated
Assets”), beneficially owned 7,884 shares of the Company’s Common
Stock. Riverview Group, ICS Opportunities and Integrated Assets are
affiliates of Integrated Core Strategies.
Millennium International Management LP, a Delaware limited
partnership (“Millennium International Management”), is the
investment manager to ICS Opportunities and Integrated Assets and
may be deemed to have shared voting control and investment
discretion over securities owned by ICS Opportunities and
Integrated Assets.
Millennium Management LLC, a Delaware limited liability company
(“Millennium Management”), is the general partner of the managing
member of Integrated Core Strategies and Riverview Group and may be
deemed to have shared voting control and investment discretion over
securities owned by Integrated Core Strategies and Riverview Group.
Millennium Management is also the general partner of the 100% owner
of ICS Opportunities and Integrated Assets and may also be deemed
to have shared voting control and investment discretion over
securities owned by ICS Opportunities and Integrated
Assets.
Millennium Group Management LLC, a Delaware limited liability
company (“Millennium Group Management”), is the managing member of
Millennium Management and may also be deemed to have shared voting
control and investment discretion over securities owned by
Integrated Core Strategies and Riverview Group. Millennium Group
Management is also the general partner of Millennium International
Management and may also be deemed to have shared voting control and
investment discretion over securities owned by ICS Opportunities
and Integrated Assets.
The managing member of Millennium Group Management is a trust of
which Israel A. Englander, a United States citizen (“Mr.
Englander”), currently serves as the sole voting trustee.
Therefore, Mr. Englander may also be deemed to have shared voting
control and investment discretion over securities owned by
Integrated Core Strategies, Riverview Group, ICS Opportunities and
Integrated Assets.
The foregoing should not be construed in and of itself as an
admission by Millennium International Management, Millennium
Management, Millennium Group Management or Mr. Englander as to
beneficial ownership of the securities owned by Integrated Core
Strategies, Riverview Group, ICS Opportunities or Integrated
Assets, as the case may be.
The address for each person and entity listed above is 399 Park
Avenue New York, New York 10022.
(11)Shares
listed as beneficially owned consist of (i) 6,004,057 shares of our
common stock held by StepStone VC Global Partners IX-A, L.P.
(“StepStone IX-A”), (ii) 195,717 shares of our common stock held by
StepStone VC Global Partners IX-C, L.P. (“StepStone IX-C”), (iii)
8,110,665 shares of our common stock held by StepStone VC
Opportunities VI, L.P. (“StepStone VI”) and (iv) 569,045 shares of
our common stock held by StepStone VC Opportunities VI-D, L.P.
(“StepStone VI-D” and together with StepStone IX-A, StepStone IX-C
and StepStone VI, each a “StepStone Fund” and collectively, the
“StepStone Funds”). Shares offered hereby consist of (i) up to
14,879,484 shares of our common stock and (ii) up to 790,802
Earnout Shares. StepStone Group LP (“StepStone”) is the investment
manager of each of the StepStone Funds. StepStone has voting and
dispositive power over the shares held by the StepStone Funds
pursuant to each StepStone Fund’s limited partnership agreement and
certain investment management agreements to which StepStone and
such StepStone Funds are parties. Each of C. Ashton Newhall and
James Lim may be deemed to have voting and dispositive power with
respect to the shares held by the StepStone Funds. The address for
StepStone and each StepStone Fund is 100 Painters Mill Road, Suite
700, Owings Mills, Maryland 21117.
(12)Eric
Watson has served as our General Counsel and Secretary since July
2019. Shares listed as beneficially owned consist of (i) 275,581
shares of our common stock and (ii) 290,886 shares of our common
stock underlying options exercisable within 60 days of June 30,
2022. Shares offered hereby consist of (i) up to 275,581 shares of
our common stock, (ii) up to 459,301 shares of our common
stock underlying options, of which 290,886 are exercisable within
60 days of June 30, 2022 and 168,415 remain subject to vesting, and
(iii) up to 39,057 Earnout Shares.
(13)Shares
listed as beneficially owned consist of (i) 869,482 shares of our
common stock held by Variable Insurance Products Fund: VIP Growth
Portfolio, (ii) 673,925 shares of our common stock held by Fidelity
Capital Trust: Fidelity Capital Appreciation Fund, (iii) 487,314
shares of our common stock held by Fidelity Advisor Series I:
Fidelity Advisor Equity Growth Fund, (iv) 331,286 shares of our
common stock held by Fidelity Hastings Street Trust: Fidelity
Growth Discovery Fund, (v) 115,014 shares of our common stock held
by Fidelity Advisor Series I: Fidelity Advisor Series Equity Growth
Fund and (vi) 22,979 shares of our common stock held by Variable
Insurance Products Fund III: VIP Dynamic Capital Appreciation
Portfolio. These accounts are managed by direct or indirect
subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the
Chairman, the Chief Executive Officer and the President of FMR LLC.
Members of the Johnson family, including Abigail P. Johnson, are
the predominant owners, directly or through trusts, of Series B
voting common shares of FMR LLC, representing 49% of the voting
power of FMR LLC. The Johnson family group and all other Series B
shareholders have entered into a shareholders’ voting agreement
under which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common shares.
Accordingly, through their ownership of voting common shares and
the execution of the shareholders’ voting agreement, members of the
Johnson family may be deemed, under the Investment Company Act of
1940, to form a controlling group with respect to FMR LLC. Neither
FMR LLC nor Abigail P. Johnson has the sole power to vote or direct
the voting of the shares owned directly by the various investment
companies registered under the Investment Company Act (“Fidelity
Funds”) advised by Fidelity Management & Research Company (“FMR
Co”), a wholly owned subsidiary of FMR LLC, which power resides
with the Fidelity Funds’ Boards of Trustees. Fidelity Management
& Research Company carries out the voting of the shares under
written guidelines established by the
Fidelity Funds’ Boards of Trustees. The address for each person and
entity listed above is 245 Summer Street, Boston, Massachusetts
02110.
(14)Hasan
Rizvi has served as President of Technology & Operations since
May 2022 and as the Chief Technology Officer since March 2019.
Shares listed as beneficially owned consist of (i) 599,493 shares
of our common stock and (ii) 2,023,581 shares of our common stock
underlying options exercisable within 60 days of June 30, 2022.
Shares offered hereby consist of (i) up to 599,493 shares of our
common stock, (ii) up to 2,596,241 shares of our common stock
underlying options, of which 2,023,581 are exercisable within 60
days of June 30, 2022 and 572,660 remain subject to vesting, and
(iii) up to 184,118 Earnout Shares.
(15)Karen
Richardson has served as a member of Doma’s board of directors
since September 2019. Shares listed as beneficially owned consist
692,889 shares of our common stock, of which 490,793 shares are or
will be vested within 60 days of June 30, 2022. Shares offered
hereby consist of (i) up to 303,134 shares of our common
stock, (ii) up to 389,755 shares of exchanged restricted common
stock, of which 187,659 are or will be vested within 60 days of
June 30, 2022 and 202,096 will continue to be subject to a right of
repurchase by us until vested, and (iii) up to 36,825 Earnout
Shares. This does not reflect the 16,573 shares of common stock
held by Ms. Richardson directly as of July 29, 2022.
(16)Lawrence
Summers has served as a member of our board of directors since
September 2019. Shares listed as beneficially owned consist of (i)
537,170 shares held by Mr. Summers and (ii) 692,889 shares held by
LHSummers Economic Consulting LLC, for which Dr. Summers is the
sole member. Of the 692,889 shares held by LHSummers Economic
Consulting LLC, 490,793 shares are or will be vested within 60 days
of June 30, 2022. Shares offered hereby consist of (i) up to
840,304 shares of our common stock, (ii) up to 389,755 shares of
exchanged restricted common stock, of which 187,659 are or will be
vested within 60 days of June 30, 2022 and 202,096 will continue to
be subject to a right of repurchase by us until vested, and (iii)
up to 65,374 Earnout Shares. This does not reflect the 10,730
shares of common stock held by Dr. Summers directly as of July 29,
2022.
(17)Lawrence
Calcano was an independent director of Capitol, the predecessor
company to Doma. Shares listed as beneficially owned consist of (i)
30,739 shares of our common stock, (ii) 7,686 Sponsor Covered
Shares and (iii) 133,333 shares of our common stock issuable upon
the exercise of the private placement warrants. Securities offered
hereby consist of (i) up to 30,739 shares of our common stock, (ii)
up to 7,686 Sponsor Covered Shares, (iii) up to 133,333 private
placement warrants and (iv) up to 133,333 shares of our common
stock issuable upon the exercise of the private placement warrants.
The address of Mr. Calcano is 1300 17th Street North, Suite 820,
Arlington, Virginia 22209.
(18)Matthew
E. Zames has served as a member of our board of directors since
January 2019 and as chairperson of the board of directors since
April 2021. Shares listed as beneficially owned consist of (i)
376,416 shares of our common stock held by the Matthew E. Zames
Family, LLC, for which Mr. Zames’s spouse is the manager and (ii)
376,422 shares of our common stock held by the Jill E. Zames
Family, LLC, for which Mr. Zames is the manager. Of the 376,416
shares held by the Matthew E. Zames Family, LLC and the 376,422
shares held by the Jill E. Zames Family, LLC, 347,545 and 347,551
shares, respectively, are or will be vested within 60 days of June
30, 2022 and 28,871 and 28,871 shares, respectively, will continue
to be subject to a right of repurchase by us until vested. Shares
offered hereby consist of (i) up to 507,436 shares of our
common stock, (ii) up to 245,402 shares of exchanged restricted
common stock, of which 187,660 are or will be vested within 60 days
of June 30, 2022 and 57,742 will continue to be subject to a right
of repurchase by us until vested, and (iii) up to 40,011 Earnout
Shares. This does not reflect the 16,573 shares of common stock
held by Mr. Zames directly as of July 29, 2022.
(19)Max
Simkoff is our founder and has served as Chief Executive Officer
and as a member of our board of directors since September 2016.
Shares listed as beneficially owned consist of (i) 48,053,275
shares held by the Saslaw-Simkoff Revocable Trust, for which Mr.
Simkoff serves as trustee; (ii) 346,609 shares held by the Jennifer
Saslaw 2020 GRAT, for which Mr. Simkoff serves as trustee; and
(iii) 346,609 shares held by the Max Simkoff 2020 GRAT, for
which Mr. Simkoff serves as trustee. Shares offered hereby consist
of (i) up to 48,746,493 shares of our common stock and (ii) up to
2,590,737 Earnout Shares.
(20)Michelle
Wilson-Clarke and Julie O’Hara are directors of PIMCO Tactical
Opportunities Fund Ltd. and may be deemed to have voting and
dispositive power with respect to the shares held by PIMCO Tactical
Opportunities Fund Ltd. The address of PIMCO Tactical Opportunities
Fund Ltd. is 190 Elgin Avenue, George Town, KY1-9005, Cayman
Islands.
(21)Raul
J. Fernandez was an independent director of Capitol, the
predecessor company to Doma. Shares listed as beneficially owned
consist of (i) 30,739 shares of our common stock, (ii) 7,686
Sponsor Covered Shares and (iii) 133,333 shares of our common stock
issuable upon the exercise of the private placement warrants.
Securities offered hereby consist of (i) up to 30,739 shares of our
common stock, (ii) up to 7,686 Sponsor Covered Shares, (iii) up to
133,333 private placement warrants and (iv) up to 133,333 shares of
our common stock issuable upon the exercise of the private
placement warrants. The address of Mr. Fernandez is 1300 17th
Street North, Suite 820, Arlington, Virginia 22209.
(22)Richard
C. Donaldson was an independent director of Capitol, the
predecessor company to Doma. Shares listed as beneficially owned
consist of (i) 280,739 shares of our common stock, (ii) up to 7,686
Sponsor Covered Shares, (iii) 133,333 shares of our common stock
issuable upon the exercise of the private placement warrants and
(iv) 307,650 shares of our common stock issuable upon the exercise
of public warrants. Securities offered hereby consist of (i) up to
30,739 shares of our common stock, (ii) up to 7,686 Sponsor Covered
Shares, (iii) up to 133,333 private placement warrants and (iv) up
to 133,333 shares of our common stock issuable upon the exercise of
the private placement warrants. The address of Mr. Donaldson is
1300 17th Street North, Suite 820, Arlington, Virginia
22209.
(23)Shares
offered hereby consist of (i) up to 13,562,259 shares of our common
stock and (ii) up to 720,795 Earnout Shares. Maxine Verne is a
Senior Vice President of SCOR U.S. Corporation duly authorized to
exercise voting and dispositive power over the shares held by it.
The address for SCOR U.S. Corporation is 28 Liberty Street 54th
Floor, New York, New York 10005.
(24)Thomas
S. Smith, Jr. was an independent director of Capitol, the
predecessor company to Doma. Shares listed as beneficially owned
consist of (i) 30,739 shares of our common stock, (ii) 7,686
Sponsor Covered Shares and (iii) 133,333 shares of our common stock
issuable upon the exercise of the private placement warrants.
Securities offered hereby consist of (i) up to 30,739 shares of our
common stock, (ii) up to 7,686 Sponsor Covered Shares, (iii) up to
133,333 private placement warrants and (iv) up to 133,333
shares issuable upon the exercise of the private placement
warrants. The address of Mr. Smith is 250 Indian Road, Palm Beach,
Florida 33480.
DESCRIPTION OF OUR SECURITIES
The following descriptions are summaries of the material terms of
(i) our common stock, (ii) our warrants for common stock and (iii)
our certificate of incorporation and bylaws. Reference is made to
the more detailed provisions of, and the descriptions are qualified
in their entirety by reference to these documents, which are
exhibits to the registration statement of which this prospectus is
a part and incorporated by reference. We encourage you to read
these documents and the applicable portion of the Delaware General
Corporation Law, as amended, carefully, for a complete description
of the rights and preferences of our securities. Throughout this
section, references to the “Company,” “we,” “our,” and “us” refer
to Doma Holdings, Inc.
Authorized and Outstanding Capital Stock
Our authorized capital stock consists of 2,100,000,000 shares
of capital stock, par value $0.0001 per share, of
which:
•2,000,000,000
shares are designated as common stock; and
•100,000,000
shares are designated as preferred stock.
As of June 30, 2022, there were (i) 326,823,293 shares of common
stock outstanding (including the Sponsor Covered Shares) and (ii)
no shares of preferred stock outstanding.
Common Stock
Voting Rights
Holders of our common stock are entitled to one vote per share on
all matters submitted to a vote of stockholders.
Our certificate of incorporation does not provide for cumulative
voting for the election of directors. As a result, the holders of a
plurality of the voting power of our outstanding common stock can
elect all of the directors then standing for election. Our
certificate of incorporation retains a classified board of
directors, divided into three classes with staggered three-year
terms. Only one class of directors will be elected at each annual
meeting of our stockholders, with the other classes continuing for
the remainder of their respective three-year terms.
Dividend Rights
Subject to preferences that may be applicable to any preferred
stock outstanding at the time, the holders of our common stock will
be entitled to receive ratably, on a per share basis, any dividends
declared by our board of directors out of assets legally
available.
Liquidation Rights
Subject to preferences that may be applicable to any preferred
stock outstanding at the time, in the event of any voluntary or
involuntary liquidation, dissolution or winding up, after payment
or provision for payment of our debts and other liabilities, the
holders of shares of our common stock will be entitled to receive,
ratably in proportion to the number of shares held by the holder,
all our remaining assets available for distribution to our
stockholders.
No Preemptive or Similar Rights
The holders of our common stock are not entitled to preemptive,
subscription or conversion rights. There are no redemption or
sinking fund provisions.
Preferred Stock
Our certificate of incorporation authorizes 100,000,000 shares of
preferred stock and provides that preferred stock may be issued
from time to time in one or more series. Our board of directors is
authorized to fix the voting rights, if any, designations, powers,
preferences, the relative, participating, optional or other special
rights and any
qualifications, limitations and restrictions thereof, applicable to
the shares of each series. Our board of directors is able to,
without stockholder approval, issue shares of preferred stock with
voting and other rights that could adversely affect the voting
power and other rights of the holders of the common stock and could
have anti-takeover effects. The ability of our board of directors
to issue shares of preferred stock without stockholder approval
could have the effect of delaying, deferring or preventing a change
of control or the removal of existing management.
Stock Options
As of June 30, 2022, we had outstanding 20,632,387 options to
acquire our common stock, of which 12,671,918 were vested,
with a weighted average exercise price of approximately $0.53 per
share, and 7,960,469 were unvested, with a weighted average
exercise price of approximately $0.67 per share.
Warrants
As of the June 30, 2022, we had issued 18,022,750 warrants,
consisting of (i) 11,500,000 public warrants, (ii) 5,833,333
private placement warrants, which are held by the Sponsors, and
(iii) 689,417 replacement warrants, subject to certain vesting
conditions.
Public Warrants
Each whole public warrant entitles the registered holder to
purchase one share of our common stock at a price of $11.50 per
share, subject to adjustment as discussed below, at any time
commencing on the later of (i) one year from the closing of the
initial public offering and (ii) 30 days after the completion of
the Business Combination; provided, that we have an effective
registration statement under the Securities Act covering our common
stock issuable upon exercise of the public warrants and a current
prospectus relating to them is available and such shares are
registered, qualified or exempt from registration under the
securities or blue sky laws of the state of residence of the holder
(or we permit holders to exercise their warrants on a cashless
basis under the circumstances specified in the Warrant Agreement as
a result of (i) us failing to have an effective registration
statement by the 60th business day after the Closing of the
Business Combination as described below or (ii) a notice of
redemption described below under “—Redemption
of Public Warrants When the Price Per Share of Our Common Stock
Equals or Exceeds $10.00”).
A warrant holder may exercise its public warrants only for a whole
number of shares of our common stock. This means only a whole
public warrant may be exercised at a given time by a warrant
holder. No fractional public warrants will be issued upon
separation of the units and only whole public warrants will trade.
The public warrants expire five years after the completion of the
Business Combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.
We are not be obligated to deliver any shares of our common stock
pursuant to the exercise of a public warrant and we have no
obligation to settle such public warrant exercise unless a
registration statement under the Securities Act with respect to our
common stock underlying the public warrants is then effective and a
prospectus relating thereto is current, subject to us satisfying
our obligations described below with respect to registration. No
public warrant will be exercisable and we will not be obligated to
issue shares of our common stock upon exercise of a public warrant
unless our common stock issuable upon such warrant exercise has
been registered, qualified or deemed to be exempt under the
securities laws of the state of residence of the registered holder
of the public warrants. In the event that the conditions in the two
immediately preceding sentences are not satisfied with respect to a
public warrant, the holder of such public warrant will not be
entitled to exercise such public warrant and such public warrant
may have no value and expire worthless. In no event will we be
required to net cash settle any public warrant. In the event that a
registration statement is not effective for the exercised public
warrants, the purchaser of a unit containing such public warrant
will have paid the full purchase price for the unit solely for the
share of our common stock underlying such unit.
We have agreed that as soon as practicable, but in no event later
than 20 business days after the Closing of the Business
Combination, to use our commercially reasonable efforts to file
with the SEC a registration statement for the registration, under
the Securities Act, of our common stock issuable upon exercise of
the public warrants. We will use our commercially reasonable
efforts to cause the same to become effective and to maintain the
effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration of the public
warrants in accordance with the provisions of the Warrant
Agreement; provided that, if the shares of our common stock are
at
the time of any exercise of a warrant not listed on a national
securities exchange such that it satisfies the definition of a
“covered security” under Section 18(b)(1) of the Securities Act, we
may, at our option, require holders of public warrants who exercise
their public warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event we so
elect, we will not be required to file or maintain in effect a
registration statement.
Redemption of Public Warrants When the Price Per Share of Our
Common Stock Equals or Exceeds $18.00
Once the public warrants become exercisable, we may call the public
warrants for redemption:
•in
whole and not in part;
•at
a price of $0.01 per warrant;
•upon
not less than 30 days’ prior written notice of redemption to each
warrant holder; and
•if,
and only if, the last reported sale price of our common stock
equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like
and for certain issuances of our common stock and equity-linked
securities as described below) for any 20 trading days within a
30-trading day period ending three business days before we send the
notice of redemption to the public warrant holders.
We have established the last redemption criterion discussed above
to prevent a redemption call unless there is at the time of the
call a significant premium to the warrant exercise price. If the
foregoing conditions are satisfied and we issue a notice of
redemption of the public warrants, each warrant holder will be
entitled to exercise his, her or its warrant prior to the scheduled
redemption date. However, the price of the shares of our common
stock may fall below the $18.00 redemption trigger price (as
adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) as well as the $11.50 warrant
exercise price after the redemption notice is issued.
We will not redeem the public warrants as described above unless a
registration statement under the Securities Act covering the
issuance of the shares of our common stock issuable upon a cashless
exercise of the public warrants is then effective and a current
prospectus relating to those shares of our common stock is
available throughout the 30-day redemption period, except if the
public warrants may be exercised on a cashless basis and such
cashless exercise is exempt from registration under the Securities
Act. If and when the public warrants become redeemable by us, we
may exercise our redemption right even if we are unable to register
or qualify the underlying securities for sale under all applicable
state securities laws. As a result, we may redeem the public
warrants as set forth above even if the holders are otherwise
unable to exercise the public warrants.
Redemption of Public Warrants When the Price Per Share of Our
Common Stock Equals or Exceeds $10.00
Once the public warrants become exercisable, we may redeem the
outstanding public warrants (except as described herein with
respect to the private placement warrants):
•in
whole and not in part;
•at
$0.10 per warrant upon a minimum of 30 days’ prior written notice
of redemption; provided that holders will be able to exercise their
public warrants prior to redemption and receive that number of
shares determined by reference to the table below, based on the
redemption date and the “fair market value” of our common stock (as
described below) except as otherwise described below;
•if,
and only if, the last reported sale price of our common stock
equals or exceeds $10.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, reclassifications,
recapitalizations and the like and for certain issuances of our
common stock and equity-linked securities as described above) on
the trading day prior to the date on which we send the notice of
redemption to the public warrant holders; and
•if,
and only if, the last reported sale price of our common stock is
less than $18.00 per share (as described for stock splits, stock
dividends, reorganizations, recapitalizations and the like and for
certain issuances of
our common stock and equity-linked securities as described above),
then the private placement warrants are also called for redemption
on the same terms as the outstanding public warrants, as described
above.
Beginning on the date the notice of redemption is given until the
public warrants are redeemed or exercised, holders may elect to
exercise their public warrants on a cashless basis. If and when the
public warrants become redeemable by us, we may exercise our
redemption right even if we are unable to register or qualify the
underlying securities for sale under all applicable state
securities laws. As a result, we may redeem the public warrants as
set forth above even if the holders are otherwise unable to
exercise the public warrants.
The numbers in the table below represent the number of shares of
our common stock that a warrant holder will receive upon exercise
in connection with a redemption by us pursuant to the redemption
feature, based on the “fair market value” of our common stock on
the corresponding redemption date (assuming holders elect to
exercise their public warrants and such public warrants are not
redeemed for $0.10 per warrant), determined based on the
volume-weighted average price of our common stock for the ten
trading days immediately following the date on which the notice of
redemption is sent to the holders of public warrants, and the
number of months that the corresponding redemption date precedes
the expiration date of the public warrants, each as set forth in
the table below. We will provide our public warrant holders with
the final fair market value no later than one business day after
the ten-day trading period described above.
The stock prices set forth in the column headings of the table
below will be adjusted as of any date on which the number of shares
issuable upon exercise of a public warrant is adjusted as set forth
in the first three paragraphs under the heading
“—Anti-Dilution
Adjustments”
below. The adjusted stock prices in the column headings will equal
the stock prices immediately prior to such adjustment, multiplied
by a fraction, the numerator of which is the number of shares
deliverable upon exercise of a public warrant immediately prior to
such adjustment and the denominator of which is the number of
shares deliverable upon exercise of a public warrant as so
adjusted. The number of shares in the table below shall be adjusted
in the same manner and at the same time as the number of shares
issuable upon exercise of a public warrant. If the exercise price
of a warrant is adjusted, (a) in the case of an adjustment pursuant
to the fifth paragraph under the heading “—Anti-Dilution
Adjustments”
below, the adjusted share prices in the column headings will equal
the unadjusted share price multiplied by a fraction, the numerator
of which is the higher of the market value and the newly issued
price as set forth under the heading “—Anti-Dilution
Adjustments”
and the denominator of which is $10.00 and (b) in the case of an
adjustment pursuant to the second paragraph under the heading
“—Anti-Dilution
Adjustments”
below, the adjusted share prices in the column
headings
will equal the unadjusted share price less the decrease in the
exercise price of a public warrant pursuant to such exercise price
adjustment.
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Redemption Date (period to expiration of Warrants) |
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Fair Market Value of Our Common Stock |
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≤10.00 |
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11.00 |
|
12.00 |
|
13.00 |
|
14.00 |
|
15.00 |
|
16.00 |
|
17.00 |
|
≥18.00 |
|
57 months |
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0.257 |
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|
0.277 |
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0.294 |
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|
0.310 |
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|
0.324 |
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0.337 |
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0.348 |
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0.358 |
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0.361 |
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54 months |
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0.252 |
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0.272 |
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0.291 |
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0.307 |
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0.322 |
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0.335 |
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|
0.347 |
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0.357 |
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0.361 |
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51 months |
|
0.246 |
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0.268 |
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|
0.287 |
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0.304 |
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0.320 |
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0.333 |
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0.346 |
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0.357 |
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0.361 |
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48 months |
|
0.241 |
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0.263 |
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0.283 |
|
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0.301 |
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0.317 |
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0.332 |
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0.344 |
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0.356 |
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0.361 |
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45 months |
|
0.235 |
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0.258 |
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0.279 |
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0.298 |
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0.315 |
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0.330 |
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0.343 |
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0.356 |
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0.361 |
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42 months |
|
0.228 |
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0.252 |
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0.274 |
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0.294 |
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0.312 |
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0.328 |
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0.342 |
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0.355 |
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0.361 |
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39 months |
|
0.221 |
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0.246 |
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0.269 |
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0.290 |
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0.309 |
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0.325 |
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0.340 |
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0.354 |
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0.361 |
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36 months |
|
0.213 |
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0.239 |
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0.263 |
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0.285 |
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0.305 |
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0.323 |
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0.339 |
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0.353 |
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0.361 |
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33 months |
|
0.205 |
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0.232 |
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0.257 |
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0.280 |
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0.301 |
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|
0.320 |
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|
0.337 |
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0.352 |
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|
|
0.361 |
|
|
|
30 months |
|
0.196 |
|
|
|
0.224 |
|
|
|
0.250 |
|
|
|
0.274 |
|
|
|
0.297 |
|
|
|
0.316 |
|
|
|
0.335 |
|
|
|
0.351 |
|
|
|
0.361 |
|
|
|
27 months |
|
0.185 |
|
|
|
0.214 |
|
|
|
0.242 |
|
|
|
0.268 |
|
|
|
0.291 |
|
|
|
0.313 |
|
|
|
0.332 |
|
|
|
0.350 |
|
|
|
0.361 |
|
|
|
24 months |
|
0.173 |
|
|
|
0.204 |
|
|
|
0.233 |
|
|
|
0.260 |
|
|
|
0.285 |
|
|
|
0.308 |
|
|
|
0.329 |
|
|
|
0.348 |
|
|
|
0.361 |
|
|
|
21 months |
|
0.161 |
|
|
|
0.193 |
|
|
|
0.223 |
|
|
|
0.252 |
|
|
|
0.279 |
|
|
|
0.304 |
|
|
|
0.326 |
|
|
|
0.347 |
|
|
|
0.361 |
|
|
|
18 months |
|
0.146 |
|
|
|
0.179 |
|
|
|
0.211 |
|
|
|
0.242 |
|
|
|
0.271 |
|
|
|
0.298 |
|
|
|
0.322 |
|
|
|
0.345 |
|
|
|
0.361 |
|
|
|
15 months |
|
0.130 |
|
|
|
0.164 |
|
|
|
0.197 |
|
|
|
0.230 |
|
|
|
0.262 |
|
|
|
0.291 |
|
|
|
0.317 |
|
|
|
0.342 |
|
|
|
0.361 |
|
|
|
12 months |
|
0.111 |
|
|
|
0.146 |
|
|
|
0.181 |
|
|
|
0.216 |
|
|
|
0.250 |
|
|
|
0.282 |
|
|
|
0.312 |
|
|
|
0.339 |
|
|
|
0.361 |
|
|
|
9 months |
|
0.090 |
|
|
|
0.125 |
|
|
|
0.162 |
|
|
|
0.199 |
|
|
|
0.237 |
|
|
|
0.272 |
|
|
|
0.305 |
|
|
|
0.336 |
|
|
|
0.361 |
|
|
|
6 months |
|
0.065 |
|
|
|
0.099 |
|
|
|
0.137 |
|
|
|
0.178 |
|
|
|
0.219 |
|
|
|
0.259 |
|
|
|
0.296 |
|
|
|
0.331 |
|
|
|
0.361 |
|
|
|
3 months |
|
0.034 |
|
|
|
0.065 |
|
|
|
0.104 |
|
|
|
0.150 |
|
|
|
0.197 |
|
|
|
0.243 |
|
|
|
0.286 |
|
|
|
0.326 |
|
|
|
0.361 |
|
|
|
0 months |
|
— |
|
|
|
— |
|
|
|
0.042 |
|
|
|
0.115 |
|
|
|
0.179 |
|
|
|
0.233 |
|
|
|
0.281 |
|
|
|
0.323 |
|
|
|
0.361 |
|
|
The exact fair market value and time to expiration may not be set
forth in the table above, in which case, if the fair market value
is between two values in the table or the redemption date is
between two redemption dates in the table, the number of shares of
our common stock to be issued for each public warrant exercised
will be determined by a straight-line interpolation between the
number of shares set forth for the higher and lower fair market
values and the earlier and later redemption dates, as applicable,
based on a 365- or 366-day year, as applicable. For example, if the
volume-weighted average price of our common stock for the ten
trading days immediately following the date on which the notice of
redemption is sent to the holders of the public warrants is $11.00
per share, and at such time there are 57 months until the
expiration of the public warrants, holders may choose to, in
connection with this redemption feature, exercise their public
warrants for 0.277 shares of our common stock for each whole
warrant. For an example where the exact fair market value and
redemption date are not as set forth in the table above, if the
volume-weighted average price of our common stock for the ten
trading days immediately following the date on which the notice of
redemption is sent to the holders of the public warrants is $13.50
per share, and at such time there are 38 months until the
expiration of the public warrants, holders may choose to, in
connection with this redemption feature, exercise their public
warrants for 0.298 shares of our common stock for each whole
warrant. In no event will the public warrants be exercisable in
connection with this redemption feature for more than 0.361 shares
of our common stock per warrant, subject to adjustment. Finally, as
reflected in the table above, if the public warrants are out of the
money and about to expire, they cannot be exercised on a cashless
basis in connection with a redemption by us pursuant to this
redemption feature, since they will not be exercisable for any
shares of our common stock. In no event will the public warrants be
exercisable in connection with this redemption feature for more
than 0.361 shares of our common stock per warrant (subject to
adjustment).
This redemption feature is structured to allow for all of the
outstanding public warrants to be redeemed when our common stock is
trading at or above $10.00 per share, which may be at a time when
the trading price of our common stock is below the exercise price
of the public warrants. This provides us with the flexibility to
redeem the
public warrants without the public warrants having to reach the
$18.00 per share threshold set forth above under
“—Redemption
of Public Warrants When the Price Per Share of Our Common Stock
Equals or Exceeds $18.00.”
Holders choosing to exercise their public warrants in connection
with a redemption pursuant to this feature will, in effect, receive
a number of shares for their public warrants based on an option
pricing model with a fixed volatility input as of the date of this
prospectus. This redemption right provides us with an additional
mechanism by which to redeem all of the outstanding public
warrants, and therefore have certainty as to our capital structure
as the public warrants would no longer be outstanding and would
have been exercised or redeemed and we will be required to pay the
redemption price to warrant holders if it chooses to exercise this
redemption right and it will allow us to quickly proceed with a
redemption of the warrants if we determine it is in our best
interest to do so. As such, we would redeem the public warrants in
this manner when we believe it is in our best interest to update
our capital structure to remove the public warrants and pay the
redemption price to the warrant holders.
As stated above, we can redeem the warrants when our common stock
is trading at a price starting at $10.00, which is below the
exercise price of $11.50, because it will provide certainty with
respect to our capital structure and cash position while providing
warrant holders with the opportunity to exercise their warrants on
a cashless basis for the applicable number of shares. If we choose
to redeem the warrants when our common stock is trading at a price
below the exercise price of the warrants, this could result in the
warrant holders receiving fewer shares of our common stock than
they would have received if they had chosen to wait to exercise
their warrants for our common stock if and when our common stock
trades at a price higher than the exercise price of $11.50 per
share.
No fractional shares will be issued upon exercise. If, upon
exercise, a holder would be entitled to receive a fractional
interest in a share, we will round down to the nearest whole number
of the number of our common stock to be issued to the
holder.
Redemption Procedures
A holder of a public warrant may notify us in writing in the event
it elects to be subject to a requirement that such holder will not
have the right to exercise such public warrant, to the extent that
after giving effect to such exercise, such person (together with
such person’s affiliates), to the warrant agent’s actual knowledge,
would beneficially own in excess of 9.8% (or such other amount as a
holder may specify) of the shares of our common stock outstanding
immediately after giving effect to such exercise.
Anti-Dilution Adjustments
If the number of outstanding shares of our common stock is
increased by a stock dividend payable in shares of our common
stock, or by a split-up of shares of our common stock or other
similar event, then, on the effective date of such stock dividend,
split-up or similar event, the number of shares of our common stock
issuable on exercise of each warrant will be increased in
proportion to such increase in the outstanding shares of our common
stock. A rights offering to holders of our common stock entitling
holders to purchase shares of our common stock at a price less than
the fair market value will be deemed a stock dividend of a number
of shares of our common stock equal to the product of (1) the
number of shares of our common stock actually sold in such rights
offering (or issuable under any other equity securities sold in
such rights offering that are convertible into or exercisable for
our common stock) multiplied by (2) one minus the quotient of (x)
the price per share of our common stock paid in such rights
offering divided by (y) the fair market value. For these purposes
(1) if the rights offering is for securities convertible into or
exercisable for our common stock, in determining the price payable
for our common stock, there will be taken into account any
consideration received for such rights, as well as any additional
amount payable upon exercise or conversion and (2) fair market
value means the volume-weighted average price of our common stock
as reported during the ten (10) trading day period ending on the
trading day prior to the first date on which the shares of our
common stock trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such
rights.
In addition, if we, at any time while the public warrants are
outstanding and unexpired, pay a dividend or make a distribution in
cash, securities or other assets to the holders of our common stock
on account of such shares of our common stock (or other shares of
our capital stock into which the public warrants are convertible),
other than (a) as described above and (b) certain ordinary cash
dividends, then the public warrant exercise price will be
decreased,
effective immediately after the effective date of such event, by
the amount of cash and/or the fair market value of any securities
or other assets paid on each share of our common stock in respect
of such event.
If the number of outstanding shares of our common stock is
decreased by a consolidation, combination, reverse stock split or
reclassification of shares of our common stock or other similar
event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar
event, the number of shares of our common stock issuable on
exercise of each warrant will be decreased in proportion to such
decrease in outstanding shares of our common stock.
Whenever the number of shares of our common stock purchasable upon
the exercise of the warrants is adjusted, as described above, the
warrant exercise price will be adjusted by multiplying the warrant
exercise price immediately prior to such adjustment by a fraction
(x) the numerator of which will be the number of shares of our
common stock purchasable upon the exercise of the warrants
immediately prior to such adjustment, and (y) the denominator of
which will be the number of shares of our common stock so
purchasable immediately thereafter.
In case of any reclassification or reorganization of the
outstanding shares of our common stock (other than those described
above or that solely affects the par value of such shares of our
common stock), or in the case of any merger or consolidation with
or into another corporation (other than a consolidation or merger
in which we are the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding shares
of our common stock), or in the case of any sale or conveyance to
another corporation or entity of our assets or other property as an
entirety or substantially as an entirety in connection with which
we are dissolved, the holders of the warrants will thereafter have
the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the warrants and in lieu of the
shares of our common stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the
kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the
warrants would have received if such holder had exercised their
warrants immediately prior to such event. If less than 70% of the
consideration receivable by the holders of our common stock in such
a transaction is payable in the form of common equity in the
successor entity that is listed for trading on a national
securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately
following such event, and if the registered holder of the warrant
properly exercises the warrant within thirty days following public
disclosure of such transaction, the warrant exercise price will be
reduced as specified in the Warrant Agreement based on the per
share consideration minus Black-Scholes Warrant Value (as defined
in the Warrant Agreement) of the warrant.
The public warrants were issued in registered form under a Warrant
Agreement between Continental, as warrant agent, and us. A copy of
the Warrant Agreement, which is filed as an exhibit to this
prospectus, has a complete description of the terms and conditions
applicable to the warrants. The Warrant Agreement provides that the
terms of the public warrants may be amended without the consent of
any holder to cure any ambiguity or correct any defective
provision, but requires the approval by the holders of at least 50%
of the then-outstanding public warrants to make any change that
adversely affects the interests of the registered holders of public
warrants.
The public warrants may be exercised upon surrender of the warrant
certificate on or prior to the expiration date at the offices of
the warrant agent, with the exercise form on the reverse side of
the warrant certificate completed and executed as indicated,
accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable
to us, for the number of warrants being exercised. The public
warrant holders do not have the rights or privileges of holders of
our common stock and any voting rights until they exercise their
warrants and receive shares of our common stock. After the issuance
of shares of our common stock upon exercise of the warrants, each
holder will be entitled to one vote for each share held of record
on all matters to be voted on by holders of our common
stock.
No fractional warrants will be issued upon separation of the units
and only whole warrants will trade.
Private Placement Warrants
The private placement warrants (including the common stock issuable
upon exercise of the private placement warrants) will not be
transferable, assignable or salable until 30 days after the
completion of the Business
Combination (except under limited circumstances) and they will not
be redeemable by us so long as they are held by the Sponsors or
their permitted transferees.
The Sponsors or their permitted transferees, have the option to
exercise the private placement warrants on a cashless basis and
will have certain registration rights related to such private
placement warrants. Except as described in this section, the
private placement warrants have terms and provisions that are
identical to those of the warrants sold in the initial public
offering, including they may be redeemed for shares of our common
stock. If the private placement warrants are held by holders other
than the Sponsors or their permitted transferees, the private
placement warrants will be redeemable by us and exercisable by the
holders on the same basis as the public warrants.
Anti-Takeover Effects of Provisions of the Proposed Certificate of
Incorporation, Proposed Bylaws and Applicable Law
Our certificate of incorporation and bylaws contain provisions that
could have the effect of delaying, deferring or discouraging
another party from acquiring control of us. These provisions and
certain provisions of Delaware law, which are summarized below,
could discourage takeovers, coercive or otherwise. These provisions
are also designed, in part, to encourage persons seeking to acquire
control of us to negotiate first with our board of
directors.
Classified Board of Directors
Our certificate of incorporation provides that our board of
directors will be classified into three classes of directors of
approximately equal size. As a result, in most circumstances, a
person can gain control of our board of directors only by
successfully engaging in a proxy contest at two or more annual
meetings of our stockholders.
Authorized but Unissued Shares
Our authorized but unissued common stock and preferred stock are
available for future issuances without stockholder approval and
could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and
employee benefit plans. The existence of authorized but unissued
and unreserved common stock and preferred stock could render more
difficult or discourage an attempt to obtain control of us by means
of a proxy contest, tender offer, merger or otherwise.
Special Meeting of Stockholders
Our certificate of incorporation and bylaws provide that, subject
to the rights of any holders of preferred stock, special meetings
of our stockholders, for any purpose or purposes, may be called
only by (i) the chairman of the board, (ii) the chief executive
officer, (iii) the secretary or (iv) our board of directors
pursuant to a resolution adopted by a majority of our board of
directors.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations
Our bylaws provide that stockholders seeking to bring business
before the annual meeting of our stockholders or to nominate
candidates for election as directors at the annual meeting of our
stockholders must provide timely notice of their intent in
writing.
To give timely notice, the secretary must have received the notice
at our principal executive offices, not later than the close of
business on the 90th day nor earlier than the close of business on
the 120th day prior to the first anniversary of the preceding
year’s annual meeting. However, if the date of the annual meeting
is more than 30 days before or more than 70 days after such
anniversary date, the notice must be delivered not earlier than the
close of business on the 120th day prior to such annual meeting and
not later than the close of business on the later of the 90th day
prior to such annual meeting or the tenth day following the day on
which public announcement of the date of the annual meeting is
first made or sent by us.
Our bylaws also specify certain requirements as to the form and
content of a stockholders’ meeting. These provisions may preclude
our stockholders from bringing matters before the annual meeting of
our stockholders or from making nominations for directors at annual
meeting of our stockholders.
Election and Removal of Directors
Our certificate of incorporation and bylaws contain provisions that
establish specific procedures for appointing and removing members
of the board of directors.
Under the certificate of incorporation, our directors may be
removed from office, only for cause and only by the affirmative
vote of the holders of a majority of the power of all
then-outstanding shares of capital stock entitled to vote in the
election of directors, voting together as a single
class.
Vacancies and newly created directorships on our board of directors
may be filled only by a majority vote of the directors then in
office, even if less than a quorum, or by a sole remaining
director. Any new director shall hold office for the remainder of
the full term of the class of directors to which the new
directorship was added or in which the vacancy occurred and until
his or her successor has been elected and qualified, subject,
however, to such director’s earlier death, resignation, retirement,
disqualification or removal. The treatment of vacancies has the
effect of making it more difficult for stockholders to change the
composition of our board of directors.
No Cumulative Voting
The DGCL provides that stockholders are not entitled to cumulate
votes in the election of directors unless a corporation’s
certificate of incorporation provides otherwise. Our certificate of
incorporation expressly does not authorize cumulative voting rights
for our stockholders.
The absence of cumulative voting makes it more difficult for a
minority stockholder to gain a seat on our board of directors to
influence a decision by our board of directors regarding a
takeover.
Delaware Anti-Takeover Statute
We are subject to the provisions of Section 203 of the DGCL
regulating corporate takeovers. In general, Section 203 prohibits a
publicly held Delaware corporation from engaging, under certain
circumstances, in a business combination with an interested
stockholder for a period of three years following the date the
person became an interested stockholder unless:
•prior
to the date of the transaction, our board of directors approved
either the business combination or the transaction that resulted in
the stockholder becoming an interested stockholder;
•upon
completion of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for
purposes of determining the voting stock outstanding, but not the
outstanding voting stock owned by the interested stockholder, (A)
shares owned by persons who are directors and also officers and (B)
shares owned by employee stock plans in which employee participants
do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange
offer; or
•at
or subsequent to the date of the transaction, the business
combination is approved by our board of directors and authorized at
an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least two-thirds of the
outstanding voting stock that is not owned by the interested
stockholder.
Generally, a business combination includes a merger, asset or stock
sale, or other transaction resulting in a financial benefit to the
interested stockholder. Subject to certain exceptions, an
“interested stockholder” is a person who, together with affiliates
and associates, owns or, within three years prior to the
determination of interested stockholder status, owned 15% or more
of our outstanding voting stock. This provision is expected to have
an anti-takeover effect with respect to transactions our board of
directors does not approve in advance. Moreover, Section 203 may
discourage attempts that might result in a premium over the market
price for the shares of our common stock held by
stockholders.
The provisions of DGCL, our certificate of incorporation and bylaws
could have the effect of discouraging others from attempting
hostile takeovers and as a consequence, they might also inhibit
temporary fluctuations in the market price of our common stock that
often result from actual or rumored hostile takeover attempts.
These provisions might also have the effect of preventing changes
in our management. It is also possible that these provisions could
make it more difficult to accomplish transactions that stockholders
might otherwise deem to be in their best interests.
Exclusive Forum Selection
Our certificate of incorporation generally designates, unless we
otherwise consent in writing, the Court of Chancery as the sole and
exclusive forum for (i) any derivative action or proceeding brought
on our behalf, (ii) any action asserting a claim of breach of a
fiduciary duty owed by any director, officer, employee or agent to
us or our stockholders, or any claim for aiding and abetting any
such alleged breach, (iii) any action asserting a claim against us,
our directors, officers or employees arising pursuant to any
provision of the DGCL, our certificate of incorporation or bylaws
or (iv) any action asserting a claim against us, our directors,
officers or employees governed by the internal affairs doctrine.
This provision does not apply to suits brought to enforce a duty or
liability created by the Exchange Act pursuant to Section 27 of the
Exchange Act brought to enforce or any claim for which the U.S.
federal district courts have exclusive jurisdiction.
Further, our certificate of incorporation provides that, unless we
consent in writing, the U.S. federal district courts will be the
exclusive forum for resolving any complaint asserting a cause of
action arising under the Securities Act. Although our certificate
of incorporation provides that the U.S. federal district courts
will be the exclusive forum for resolving any complaint asserting a
cause of action arising under the Securities Act it is possible
that a court could rule that such provisions are inapplicable for a
particular claim or action or that such provisions are
unenforceable.
New Limitations on Liability and Indemnification of Officers and
Directors
Our certificate of incorporation limits the liability of our
directors to the fullest extent permitted by the DGCL and provides
that we will indemnify our directors and officers to the fullest
extent permitted by such law. We have also entered into agreements
to indemnify our directors, executive officers and other employees
as determined by our board of directors. Our certificate of
incorporation provides that we must indemnify and advance expenses
to our directors and officers to the fullest extent authorized by
the DGCL. In addition, as permitted by the DGCL, our certificate of
incorporation includes provisions that eliminate the personal
liability of our directors for monetary damages resulting from
breaches of certain fiduciary duties as a director.
Any claims for indemnification by our directors and officers may
reduce our available funds to satisfy successful third-party claims
against us and may reduce the amount of money available to
us.
Transfer Agent and Registrar
The transfer agent for our capital stock is Continental. The
transfer agent and registrar’s address is 1 State Street Plaza,
30th Floor, New York, New York 10004.
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following is a discussion of certain material United States
federal income tax consequences of the ownership and disposition of
our common stock and private placement warrants, which we refer to
collectively as our securities. This discussion applies only to
securities that are held as capital assets for U.S. federal income
tax purposes and is applicable only to persons who are receiving
our securities in this offering.
This discussion is a summary only and does not describe all of the
tax consequences that may be relevant to you in light of your
particular circumstances, including but not limited to the
alternative minimum tax, the Medicare tax on certain investment
income and the different consequences that may apply if you are
subject to special rules that apply to certain types of investors,
including but not limited to:
•our
sponsor, founders, officers or directors;
•financial
institutions or financial services entities;
•broker-dealers;
•governments
or agencies or instrumentalities thereof;
•regulated
investment companies;
•S
corporations;
•real
estate investment trusts;
•expatriates
or former long-term residents of the United States;
•persons
that actually or constructively own five percent (5%) or more (by
vote or value) of our common stock;
•insurance
companies;
•dealers
or traders subject to a mark-to-market method of tax accounting
with respect to the securities;
•accrual-method
taxpayers who are required under Section 451(b) of the Internal
Revenue Code of 1986, as amended (the “Code”), to recognize income
for U.S. federal income tax purposes no later than when such income
is taken into account in applicable financial
statements;
•persons
holding the securities as part of a “straddle,” hedge, integrated
transaction or similar transaction;
•U.S.
holders (as defined below) whose functional currency is not the
U.S. dollar;
•partnerships
or other pass-through entities for U.S. federal income tax purposes
and any beneficial owners of such entities;
•persons
who acquire our securities as compensation; and
•tax-exempt
entities.
If a partnership (including an entity or arrangement treated as a
partnership for U.S. federal income tax purposes) or other
pass-through entity holds our securities, the U.S. federal income
tax treatment of a partner in such partnership or equityholder in
such pass-through entity generally will depend upon the status of
the partner or equityholder, upon the activities of the partnership
or other pass-through entity and upon certain determinations made
at the partner or equityholder level. Accordingly, we urge partners
in partnerships (including entities or arrangements treated as
partnerships for U.S. federal income tax purposes) and
equityholders in other pass-through entities considering the
acquisition of our securities to consult their tax advisors
regarding the U.S. federal income tax considerations of the
ownership and disposition of our securities by such partnership or
pass-through entity.
This discussion is based on the Code, and administrative
pronouncements, judicial decisions and final, temporary and
proposed Treasury regulations as of the date hereof, which are
subject to change, possibly on a retroactive basis, and changes to
any of which subsequent to the date of this prospectus may affect
the tax consequences described herein. This discussion does not
address any aspect of state, local or non-U.S. taxation, or any
U.S. federal taxes other than income taxes (such as gift and estate
taxes). We have not sought, and will not seek, a ruling from the
Internal Revenue Service (the “IRS”) as to any U.S. federal income
tax consequence described herein. The IRS may disagree with the
discussion herein, and its determination may be upheld by a court.
Moreover,
there can be no assurance that future legislation, regulations,
administrative rulings or court decisions will not adversely affect
the accuracy of the statements in this discussion.
THIS DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR
GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. WE URGE
PROSPECTIVE HOLDERS TO CONSULT THEIR TAX ADVISORS CONCERNING THE
U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF OWNING AND
DISPOSING OF OUR SECURITIES, AS WELL AS THE APPLICATION OF ANY,
STATE, LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX
CONSIDERATIONS.
U.S. Holders
This section applies to you if you are a “U.S. holder.” As used
herein, the term “U.S. holder” means a beneficial owner of our
common stock or private placement warrants who or that is for U.S.
federal income tax purposes:
•an
individual who is a citizen or resident of the United
States;
•a
corporation (or other entity taxable as a corporation) organized in
or under the laws of the United States, any state thereof or the
District of Columbia; or
•an
estate or trust the income of which is subject to U.S. federal
income taxation regardless of its source.
Taxation of Distributions
If we pay distributions in cash or other property (other than
certain distributions of our stock or rights to acquire our stock)
to U.S. holders of shares of our common stock, such distributions
generally will constitute dividends for U.S. federal income tax
purposes to the extent paid from our current or accumulated
earnings and profits, as determined under U.S. federal income tax
principles. Distributions in excess of current and accumulated
earnings and profits will constitute a return of capital that will
be applied against and reduce (but not below zero) the U.S.
holder’s adjusted tax basis in our common stock. Any remaining
excess will be treated as gain realized on the sale or other
disposition of the common stock and will be treated as described
below under “U.S.
Holders —Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of
Common Stock and Private Placement Warrants.”
Dividends we pay to a U.S. holder that is a taxable corporation
generally will qualify for the dividends received deduction if the
requirements relating to the requisite holding period are
satisfied. With certain exceptions, and provided certain holding
period requirements are met, dividends we pay to a non-corporate
U.S. holder generally will constitute “qualified dividends” that
currently are subject to tax at preferential long-term capital
gains rates.
Possible Constructive Distributions
The terms of each private placement warrant provide for an
adjustment to the number of shares of common stock for which the
private placement warrant may be exercised or to the exercise price
of the private placement warrant on the occurrence of certain
events. An adjustment which has the effect of preventing dilution
generally is not a taxable event. U.S. holders of the private
placement warrants would, however, be treated as receiving a
constructive distribution from us if, for example, the adjustment
to the number of such shares or to such exercise price increases
the warrant holders’ proportionate interest in our assets or
earnings and profits (e.g., through an increase in the number of
shares of common stock that would be obtained upon exercise or
through a decrease in the exercise price of the private placement
warrants), including as a result of a distribution of cash or other
property to the holders of shares of our common stock which is
taxable to such holders of such shares as a distribution. Any
constructive distribution received by a U.S. holder would be
subject to tax in the same manner as if such U.S. holders of the
private placement warrants received a cash distribution from us
equal to the fair market value of such increased interest resulting
from the adjustment. Generally, a U.S. holder’s adjusted tax basis
in its private placement warrants would be increased to the extent
any such constructive distribution is treated as a
dividend.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition
of Common Stock and Private Placement Warrants
Upon a sale or other taxable disposition of our common stock or
private placement warrants (which, in general, would include a
redemption of our private placement warrants that is treated as a
taxable exchange of such private
placement warrants as described below under “Exercise,
Lapse or Redemption of a Private Placement
Warrant”),
a U.S. holder generally will recognize capital gain or loss in an
amount equal to the difference between the amount realized and the
U.S. holder’s adjusted tax basis in the common stock or private
placement warrants. Any such capital gain or loss generally will be
long-term capital gain or loss if the U.S. holder’s holding period
for the common stock or private placement warrants so disposed of
exceeds one year. Long-term capital gains recognized by
non-corporate U.S. holders currently are eligible to be taxed at
reduced rates. The deductibility of capital losses is subject to
limitations.
Generally, the amount of gain or loss recognized by a U.S. holder
is an amount equal to the difference between (i) the sum of the
amount of cash and the fair market value of any property received
in such disposition and (ii) the U.S. holder’s adjusted tax basis
in its common stock or private placement warrants transferred in
such disposition.
Exercise, Lapse or Redemption of a Private Placement
Warrant
Except as discussed below with respect to the cashless exercise of
a private placement warrant, a U.S. holder generally will not
recognize taxable gain or loss as a result of the acquisition of
common stock upon exercise of a private placement warrant for cash.
The U.S. holder’s tax basis in the shares of our common stock
received upon exercise of the private placement warrants generally
will be an amount equal to the sum of the U.S. holder’s initial
investment in the private placement warrants and the exercise price
of such private placement warrants. For U.S. federal income tax
purposes, it is unclear whether the U.S. holder’s holding period
for the common stock received upon exercise of the private
placement warrants will begin on the date following the date of
exercise or on the date of exercise of the private placement
warrants; in either case, the holding period will not include the
period during which the U.S. holder held the private placement
warrants. If a private placement warrant is allowed to lapse
unexercised, a U.S. holder generally will recognize a capital loss
equal to such U.S. holder’s tax basis in the private placement
warrant.
The tax consequences of a cashless exercise of a private placement
warrant are not clear under current tax law. A cashless exercise
may be tax-free, either because the exercise is not a realization
event or because the exercise is treated as a recapitalization for
U.S. federal income tax purposes. In either tax-free situation, a
U.S. holder’s tax basis in the common stock received would equal
the holder’s basis in the private placement warrants exercised
therefor. If the cashless exercise were treated as not being a
realization event, it is unclear whether a U.S. holder’s holding
period in the common stock would be treated as commencing on the
date following the date of exercise or on the date of exercise of
the private placement warrant. If the cashless exercise were
treated as a recapitalization, the holding period of the common
stock would include the holding period of the private placement
warrants exercised therefor.
It is also possible that a cashless exercise could be treated in
part as a taxable exchange in which gain or loss would be
recognized. In such event, a portion of the private placement
warrants to be exercised on a cashless basis could, for U.S.
federal income tax purposes, be deemed to have been surrendered in
consideration for the exercise price of the remaining private
placement warrants, which would be deemed to be exercised. For this
purpose, a U.S. holder would be deemed to have surrendered a number
of private placement warrants having an aggregate value equal to
the exercise price for the number of private placement warrants
deemed exercised. The U.S. holder would recognize capital gain or
loss in an amount equal to the difference between the exercise
price of the private placement warrants deemed exercised and the
U.S. holder’s tax basis in the private placement warrants deemed
surrendered. Such gain or loss would be long-term or short-term
depending on the U.S. Holder’s holding period in the private
placement warrants deemed surrendered. In this case, a U.S.
holder’s tax basis in the common stock received would equal the sum
of the U.S. holder’s initial investment in the private placement
warrants deemed exercised and the exercise price of such private
placement warrants. It is unclear whether a U.S. holder’s holding
period for the common stock would commence on the date following
the date of exercise or on the date of exercise of the warrant; in
either case, the holding period would not include the period during
which the U.S. holder held the private placement
warrant.
Due to the absence of authority on the U.S. federal income tax
treatment of a cashless exercise, including when a U.S. holder’s
holding period would commence with respect to the common stock
received, there can be no assurance as to which, if any, of the
alternative tax consequences and holding periods described above
would be
adopted by the IRS or a court of law. Accordingly, U.S. holders
should consult their tax advisors regarding the tax consequences of
a cashless exercise.
If we redeem private placement warrants for cash or if we purchase
private placement warrants in an open market transaction, such
redemption or purchase generally will be treated as a taxable
disposition to the U.S. holder, taxed as described above under
“U.S.
Holders—Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of
Common Stock and Private Placement Warrants.”
If we give notice of an intention to redeem private placement
warrants and a U.S. holder exercises its private placement warrants
on a cashless basis and receives an amount of common stock in
respect thereof, we intend to treat such exercise as a redemption
of private placement warrants for common stock for U.S. federal
income tax purposes. Such redemption should be treated as a
“recapitalization” within the meaning of Section 368(a)(1)(E) of
the Code. Accordingly, a U.S. holder should not recognize any gain
or loss on the redemption of private placement warrants for shares
of common stock. A U.S. holder’s aggregate tax basis in the shares
of common stock received in the redemption generally should equal
the U.S. holder’s aggregate tax basis in the private placement
warrants redeemed and the holding period for the shares of common
stock received should include the U.S. holder’s holding period for
the surrendered private placement warrants. However, there is some
uncertainty regarding this tax treatment and it is possible such a
redemption could be treated differently, including as, in part, a
taxable exchange in which gain or loss would be recognized in a
manner similar to that discussed above for a cashless exercise of
warrants. Accordingly, a U.S. holder is urged to consult its tax
advisor regarding the tax consequences of a redemption of private
placement warrants for shares of common stock.
Information Reporting and Backup Withholding
In general, information reporting requirements may apply to
dividends paid to a U.S. holder and to the proceeds of the sale or
other disposition of our common stock and private placement
warrants, unless the U.S. holder is an exempt recipient. Backup
withholding may apply to such payments if the U.S. holder fails to
provide a taxpayer identification number or a certification of
exempt status or has been notified by the IRS that it is subject to
backup withholding (and such notification has not been
withdrawn).
Backup withholding is not an additional tax. Any amounts withheld
under the backup withholding rules will be allowed as a refund or a
credit against a U.S. holder’s U.S. federal income tax liability
provided the required information is timely furnished to the
IRS.
All U.S. holders should consult their tax advisors regarding the
application of information reporting and backup withholding to
them.
Non-U.S. Holders
This section applies to you if you are a “Non-U.S. holder.” As used
herein, the term “Non-U.S. holder” means a beneficial owner of our
common stock or private placement warrants who or that is for U.S.
federal income tax purposes:
•a
non-resident alien individual (other than certain former citizens
and residents of the United States subject to U.S. tax as
expatriates);
•a
foreign corporation; or
•an
estate or trust that is not a U.S. holder;
but generally does not include an individual who is present in the
United States for 183 days or more in the taxable year of
disposition. If you are such an individual, you should consult your
tax advisor regarding the U.S. federal income tax consequences of
the acquisition, ownership or sale or other disposition of our
securities.
Taxation of Distributions
In general, any distributions (other than certain distributions of
our stock or rights to acquire our stock) made to a Non-U.S. holder
of shares of our common stock, to the extent paid out of our
current or accumulated earnings and
profits (as determined under U.S. federal income tax principles),
will constitute dividends for U.S. federal income tax purposes and,
provided such dividends are not effectively connected with the
Non-U.S. holder’s conduct of a trade or business within the United
States, we will be required to withhold tax from the gross amount
of the dividend at a rate of 30%, unless such Non-U.S. holder is
eligible for a reduced rate of withholding tax under an applicable
income tax treaty and provides proper certification of its
eligibility for such reduced rate (usually on an IRS Form W-8BEN or
W-8BEN-E). In the case of any constructive dividend to a Non-U.S.
holder of private placement warrants (as described above in
“U.S.
Holders —Possible Constructive Dividends”),
it is possible that this tax would be withheld from any amount owed
to the Non-U.S. holder by the applicable withholding agent,
including cash distributions on other property or sale proceeds
from private placement warrants or other property subsequently paid
or credited to such Non-U.S. holder. Any distribution not
constituting a dividend will be treated first as reducing (but not
below zero) the Non-U.S. holder’s adjusted tax basis in its shares
of our common stock and, to the extent such distribution exceeds
the Non-U.S. holder’s adjusted tax basis, as gain realized from the
sale or other disposition of our common stock, which will be
treated as described below under “Non-U.S.
Holders —Gain or Loss on Sale, Taxable Exchange or Other Taxable
Disposition of Common Stock and Private Placement
Warrants”
below.
The withholding tax generally does not apply to dividends paid to a
Non-U.S. holder who provides a Form W-8ECI, certifying that the
dividends are effectively connected with the Non-U.S. holder’s
conduct of a trade or business within the United States. Instead,
the effectively connected dividends will be subject to regular U.S.
federal income tax as if the Non-U.S. holder were a U.S. resident,
subject to an applicable income tax treaty providing otherwise. A
corporate Non-U.S. holder receiving effectively connected dividends
may also be subject to an additional “branch profits tax” imposed
at a rate of 30% (or a lower applicable treaty rate).
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition
of Common Stock and Private Placement Warrants
A Non-U.S. holder generally will not be subject to U.S. federal
income or withholding tax in respect of gain recognized on a sale,
taxable exchange or other taxable disposition of our common stock
or our private placement warrants (including the expiration or
redemption of our private placement warrants), unless:
•the
gain is effectively connected with the conduct by the Non-U.S.
holder of a trade or business within the United States (and, under
certain income tax treaties, is attributable to a U.S. permanent
establishment or fixed base maintained by the Non-U.S.
holder);
•such
Non-U.S. holder is an individual who was present in the United
States for 183 days or more in the taxable year of such disposition
and certain other requirements are met; or
•we
are or have been a “United States real property holding
corporation” for U.S. federal income tax purposes at any time
during the shorter of the five-year period ending on the date of
disposition or the period that the Non-U.S. holder held our common
stock or private placement warrants and, in the case where shares
of our common stock are regularly traded on an established
securities market, the Non-U.S. holder has owned, directly or
constructively, more than five percent (5%) of our common stock at
any time within the shorter of the five-year period preceding the
disposition or such Non-U.S. holder’s holding period for the shares
of our common stock or private placement warrants. There can be no
assurance that our common stock is or has been treated as regularly
traded on an established securities market for this
purpose.
Unless an applicable treaty provides otherwise, gain described in
the first bullet point above will be subject to tax at generally
applicable U.S. federal income tax rates as if the Non-U.S. holder
were a U.S. resident. Any gains described in the first bullet point
above of a corporate Non-U.S. holder may also be subject to an
additional “branch profits tax” at a thirty percent (30%) rate (or
a lower applicable income tax treaty rate). If the second bullet
point applies to a Non-U.S. holder, such Non-U.S. holder will be
subject to U.S. tax on such Non-U.S. holder’s net capital gain for
such year (which will include any gain realized in connection with
the redemption and may be reduced by certain U.S. source capital
losses) at a tax rate of thirty percent (30%).
If the third bullet point above applies to a Non-U.S. holder, gain
recognized by such holder will be subject to tax at generally
applicable U.S. federal income tax rates. In addition, a buyer may
be required to withhold U.S. federal income tax at a rate of
fifteen percent (15%) of the amount realized upon such disposition.
We believe that we are
not, and do not anticipate becoming, a United States real property
holding corporation. However, such determination is factual in
nature and subject to change and no assurance can be provided as to
whether we would be treated as a United States real property
holding corporation in any future year.
Exercise, Lapse or Redemption of a Private Placement
Warrant
The U.S. federal income tax treatment of a Non-U.S. holder’s
exercise of a private placement warrant, or the lapse of a private
placement warrant held by a Non-U.S. holder, or the redemption of a
private placement warrant held by a Non-U.S. holder generally will
correspond to the U.S. federal income tax treatment of the
exercise, lapse or redemption of a private placement warrant by a
U.S. holder, as described above under “U.S.
Holders —Exercise, Lapse or Redemption of a Private Placement
Warrant”
above, although to the extent a cashless exercise or redemption of
a private placement warrant results in a taxable exchange, the
consequences would be similar to those described above under
“Non-U.S.
Holders —Gain or Loss on Sale, Taxable Exchange or Other Taxable
Disposition of Common Stock and Private Placement
Warrants.”
Information Reporting and Backup Withholding
Information returns will be filed with the IRS in connection with
payments of dividends and the proceeds from a sale or other
disposition of our common stock and private placement warrants. A
Non-U.S. holder may have to comply with certification procedures to
establish that it is not a United States person in order to avoid
information reporting and backup withholding requirements. The
certification procedures required to claim a reduced rate of
withholding under a treaty generally will satisfy the certification
requirements necessary to avoid the backup withholding as
well.
Backup withholding is not an additional tax. The amount of any
backup withholding from a payment to a Non-U.S. holder will be
allowed as a credit against such holder’s U.S. federal income tax
liability and may entitle such holder to a refund, provided that
the required information is timely furnished to the
IRS.
All Non-U.S. holders should consult their tax advisors regarding
the application of information reporting and backup withholding to
them.
FATCA Withholding Taxes
Sections 1471 through 1474 of the Code and the Treasury regulations
and administrative guidance promulgated thereunder (commonly
referred as the “Foreign Account Tax Compliance Act” or “FATCA”)
generally impose withholding at a rate of thirty percent (30%) in
certain circumstances on dividends in respect of our securities
which are held by or through certain foreign financial institutions
(including investment funds), unless any such institution (1)
enters into, and complies with, an agreement with the IRS to
report, on an annual basis, information with respect to interests
in, and accounts maintained by, the institution that are owned by
certain U.S. persons and by certain non-U.S. entities that are
wholly or partially owned by U.S. persons and to withhold on
certain payments, or (2) if required under an intergovernmental
agreement between the United States and an applicable foreign
country, reports such information to its local tax authority, which
will exchange such information with the U.S. authorities. An
intergovernmental agreement between the United States and an
applicable foreign country may modify these requirements.
Accordingly, the entity through which our securities are held will
affect the determination of whether such withholding is required.
Similarly, dividends in respect of our securities held by an
investor that is a non-financial non-U.S. entity that does not
qualify under certain exceptions will generally be subject to
withholding at a rate of thirty percent (30%), unless such entity
either (1) certifies to us or the applicable withholding agent that
such entity does not have any “substantial United States owners” or
(2) provides certain information regarding the entity’s
“substantial United States owners,” which will in turn be provided
to the U.S. Department of Treasury. All prospective investors
should consult their tax advisors regarding the possible
implications of FATCA on their investment in our
securities.
RESTRICTIONS ON RESALE OF OUR SECURITIES
Pursuant to Rule 144 under the Securities Act (“Rule 144”), a
person who has beneficially owned our restricted common stock or
warrants for at least six months would be entitled to sell their
securities provided that (i) such person is not deemed to have been
our affiliate at the time of, or at any time during the three
months preceding, a sale and (ii) we are subject to the Exchange
Act periodic reporting requirements for at least three months
before the sale and have filed all required reports under Section
13 or 15(d) of the Exchange Act during the 12 months (or such
shorter period as we are required to file reports) preceding the
sale.
Persons who have beneficially owned our restricted common stock or
warrants for at least six months but who are affiliates of us at
the time of, or at any time during the three months preceding, a
sale would be subject to additional restrictions, by which such
person would be entitled to sell within any three-month period only
a number of securities that does not exceed the greater
of:
•1%
of the total number of shares of our common stock then outstanding;
or
•the
average weekly reported trading volume of our common stock during
the four calendar weeks preceding the filing of a notice on Form
144 with respect to the sale.
Sales by our affiliates under Rule 144 are also limited by manner
of sale provisions and notice requirements and by the availability
of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former
Shell Companies
Rule 144 is not available for the resale of securities initially
issued by shell companies (other than business-combination related
shell companies) or issuers that have been at any time previously a
shell company. However, Rule 144 also includes an important
exception to this prohibition if the following conditions are
met:
•the
issuer of the securities that was formerly a shell company has
ceased to be a shell company;
•the
issuer of the securities is subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act;
•the
issuer of the securities has filed all Exchange Act reports and
material required to be filed, as applicable, during the preceding
12 months (or such shorter period that the issuer was required to
file such reports and materials) other than Form 8-K reports;
and
•at
least one year has elapsed from the time that the issuer filed
current Form 10-type information with the SEC reflecting its status
as an entity that is not a shell company.
As a result of the consummation of the Business Combination, we are
no longer a shell company. We believe we are in compliance with all
of the conditions set forth in the exceptions listed and,
accordingly, Rule 144 is available for the resale of the above
noted restricted securities as long as the conditions listed above
continue to be satisfied.
Sponsor Support Agreement
1,325,664 shares of our outstanding common stock held by the
Sponsors are subject to transfer restrictions pursuant to the
Sponsor Support Agreement, a copy of which is included as an
exhibit to the registration statement of which this prospectus is a
part and is incorporated by reference. Pursuant to the Sponsor
Support Agreement, the Sponsors have agreed, subject to customary
permitted transfers, not to transfer these Sponsor Covered Shares
until the earlier of (A) three years after the Closing Date or (B)
the date on which the Sponsor Covered Shares vest.
PLAN OF DISTRIBUTION
We are registering 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.
We are also registering the resale by the Selling Securityholders,
or their permitted transferees, from time to time of (a)
249,293,231 shares of common stock, consisting of (i) up to
5,680,466 PIPE shares; (ii) up to 214,469,046 of Old Doma
stockholder shares; (iii) up to 5,302,659 Sponsor shares; (iv) up
to 5,833,333 shares of common stock issued upon the exercise of the
private placement warrants; (v) up to 1,024,912 shares of exchanged
restricted common stock; (vi) up to 3,055,542 shares of common
stock reserved for issuance upon the exercise of options; (vii) up
to 12,601,609 Earnout Shares; and (viii) up to 1,325,664
Sponsor Covered Shares and (b) 5,833,333 private placement
warrants.
We will bear all other costs, fees and expenses incurred in
effecting the registration of the securities covered by this
prospectus, including, without limitation, all registration and
filing fees, NYSE listing fees and fees and expenses of our counsel
and our independent registered public accountants. The Selling
Securityholders will pay any underwriting discounts, if applicable
(it being understood that the Selling Securityholders shall not be
deemed to be underwriters solely as a result of their participation
in this offering) and commissions and expenses incurred by the
Selling Securityholders for brokerage, accounting, tax or legal
services or any other expenses incurred by the Selling
Securityholders in disposing of the securities.
We will receive proceeds from warrants exercised in the event that
such warrants are exercised for cash. We will not receive any of
the proceeds from the sale of the securities by the Selling
Securityholders. The aggregate proceeds to the Selling
Securityholders will be the purchase price of the securities less
any discounts and commissions borne by the Selling
Securityholders.
The securities beneficially owned by the Selling Securityholders
covered by this prospectus may be offered and sold from time to
time by the Selling Securityholders. The term “Selling
Securityholders” includes their permitted transferees who later
come to hold any of the Selling Securityholders’ interest in the
common stock or warrants in accordance with the terms of the
agreement(s) governing the registration rights applicable to such
Selling Securityholder’s shares of common stock or warrants. The
Selling Securityholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale.
Such sales may be made on one or more exchanges or in the
over-the-counter market or otherwise, at prices and under terms
then prevailing or at prices related to the then current market
price or in negotiated transactions. Subject to any transfer
restrictions (as described in “Restrictions
on Resales of Our Securities”)
or limitations as set forth in any applicable agreement governing
the registration rights, the Selling Securityholders may sell their
securities by one or more of, or a combination of, the following
methods:
•purchases
by a broker-dealer as principal and resale by such broker-dealer
for its own account pursuant to this prospectus;
•ordinary
brokerage transactions and transactions in which the broker
solicits purchasers;
•in
underwriter transactions;
•block
trades in which the broker-dealer so engaged will attempt to sell
the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
•an
over-the-counter distribution in accordance with the rules of
NYSE;
•through
trading plans entered into by a Selling Securityholder pursuant to
Rule 10b5-1 under the Exchange Act, that are in place at the time
of an offering pursuant to this prospectus and any applicable
prospectus supplement hereto that provide for periodic sales of
their securities on the basis of parameters described in such
trading plans;
•through
one or more underwritten offerings on a firm commitment or best
efforts basis;
•agreements
with broker-dealers to sell a specified number of the shares at a
stipulated price per share;
•in
“at the market” offerings, as defined in Rule 415 under the
Securities Act, at negotiated prices, at prices prevailing at the
time of sale or at prices related to such prevailing market prices,
including sales made directly on a national securities exchange or
sales made through a market maker other than on an exchange or
other similar offerings through sales agents;
•directly
to purchasers, including through a specific bidding, auction or
other process in privately negotiated transactions;
•in
privately negotiated transactions;
•through
the writing or settlement of options (including put or call
options) or other hedging transactions, whether through an options
exchange or otherwise;
•delayed
delivery requirements;
•in
settlement of short sales entered into after the effective date of
the registration statement of which this prospectus is a
part;
•by
pledge to secured debts and other obligations;
•through
a combination of any of the above methods of sale; or
•any
other method permitted pursuant to applicable law.
In addition, the Selling Securityholders may resell securities in
open market transactions in reliance upon Rule 144, provided that
they meet the criteria and conform to the requirements of that
rule, or pursuant to other available exemptions from the
registration requirements of the Securities Act.
There can be no assurance that the Selling Securityholders will
sell all or any of the securities offered by this prospectus. The
Selling Securityholders have the sole and absolute discretion not
to accept any purchase offer or make any sale of securities if they
deem the purchase price to be unsatisfactory at any particular
time.
Subject to the terms of the agreement(s) governing the registration
rights applicable to a Selling Securityholder’s shares of common
stock or warrants, such Selling Securityholder may transfer the
shares of common stock or warrants offered by this prospectus to
one or more “permitted transferees” in accordance with such
agreements and, if so transferred, such permitted transferee(s)
will be the selling beneficial owner(s) for purposes of this
prospectus. Upon being notified by a Selling Securityholder that a
permitted transferee intends to sell our securities, we will, to
the extent required, promptly file a supplement to this prospectus
to name specifically such person as a Selling
Securityholder.
In connection with distributions of the shares or otherwise, the
Selling Securityholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with
such transactions, broker-dealers or other financial institutions
may engage in short sales of the shares of common stock offered by
this prospectus in the course of hedging the positions they assume
with the Selling Securityholders. The Selling Securityholders may
also sell the shares of common stock offered by this prospectus
short and redeliver such shares to close out such short positions.
The Selling Securityholders may also enter into option or other
transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to
this prospectus (as supplemented or amended to reflect such
transaction). The Selling Securityholders may also loan, pledge or
grant a security interest in shares to a broker-dealer or other
financial institution, and, upon a default, such broker-dealer or
other financial institution, may effect sales of the pledged shares
pursuant to this prospectus (as supplemented or amended to reflect
such transaction).
A Selling Securityholder may enter into derivative transactions
with third parties, or sell securities not covered by this
prospectus to third parties in privately negotiated transactions.
If an applicable prospectus supplement indicates, in connection
with those derivatives, the third parties may sell securities
covered by this prospectus and the applicable prospectus
supplement, including in short sale transactions. If so, the third
party may use securities pledged by any Selling Securityholder or
borrowed from any Selling Securityholder or others to settle those
sales or to close out any related open borrowings of stock, and may
use securities received from any Selling Securityholder in
settlement of those derivatives to close out any related open
borrowings of stock. If applicable through securities laws, the
third party in such sale transactions may be an underwriter and,
accordingly, may be identified in the applicable prospectus
supplement (or a post-effective amendment). In addition, any
Selling Securityholder may otherwise loan or pledge securities to a
financial institution or other third party that in turn may sell
the securities short using this prospectus. Such financial
institution or other third party may transfer its economic short
position to investors in our securities or in connection with a
concurrent offering of other securities.
Our common stock and public warrants are listed on the NYSE under
the symbols “DOMA” and “DOMA.WS,” respectively.
Under the Subscription Agreements, we have agreed to maintain the
effectiveness of this registration statement until the earliest of
(i) the date on which the securities may be resold without volume
or manner of sale limitations and without the requirement that we
be in compliance with the current public information requirement
pursuant to Rule 144, (ii) the date on which the securities are
sold and (iii) the date that is two years after the
Closing.
Unless otherwise set forth in a prospectus supplement, the Selling
Securityholders will receive all the net proceeds from the resale
of the securities.
In effecting sales, broker-dealers or agents engaged by the Selling
Securityholders may arrange for other broker-dealers to
participate. Broker-dealers or agents may receive commissions,
discounts or concessions from the Selling Securityholders in
amounts to be negotiated immediately prior to the
sale.
In offering the securities covered by this prospectus, the Selling
Securityholders and any broker-dealers who execute sales for the
Selling Securityholders may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales.
Accordingly, any profits realized by the Selling Securityholders
and the compensation of any broker-dealer may be deemed to be
underwriting discounts and commissions.
In order to comply with the securities laws of certain states, if
applicable, the securities must be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in
certain states the securities may not be sold unless they have been
registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is
available and is complied with.
We have advised the Selling Securityholders that the
anti-manipulation rules of Regulation M under the Exchange Act may
apply to sales of securities in the market and to the activities of
the Selling Securityholders and their affiliates. In addition, we
will make copies of this prospectus available to the Selling
Securityholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act.
In compliance with the guidelines of the Financial Industry
Regulatory Authority (“FINRA”), the aggregate maximum discount,
commission, fees or other items constituting underwriting
compensation to be received by any FINRA member or independent
broker-dealer will not exceed 8% of the gross proceeds of any
offering pursuant to this prospectus and any applicable prospectus
supplement.
If at the time of any offering made under this prospectus a member
of FINRA participating in the offering has a “conflict of interest”
as defined in FINRA Rule 5121 (“Rule 5121”), that offering will be
conducted in accordance with the relevant provisions of Rule
5121.
At the time a particular offer of securities is made, if required,
a prospectus supplement will be distributed that will set forth the
number of securities being offered and the terms of the offering,
including the name of any underwriter, dealer or agent, the
purchase price paid by any underwriter, any discount, commission
and other item
constituting compensation, any discount, commission or concession
allowed or reallowed or paid to any dealer, and the proposed
selling price to the public.
A holder of warrants may exercise its warrants in accordance with
the Warrant Agreement on or before the expiration date set forth
therein by surrendering, at the office of Continental, the
certificate evidencing such warrant, with the form of election to
purchase set forth thereon, properly completed and duly executed,
accompanied by full payment of the exercise price and any and all
applicable taxes due in connection with the exercise of the
warrant, subject to any applicable provisions relating to cashless
exercises in accordance with the Warrant Agreement.
We have agreed to indemnify the Selling Securityholders party
hereto against certain liabilities that they may incur in
connection with the sale of the securities registered hereunder,
including liabilities under the Securities Act, and to contribute
to payments that the Selling Securityholders may be required to
make with respect thereto. In addition, we and the Selling
Securityholders may agree to indemnify any underwriter against
certain liabilities related to the selling of the securities,
including liabilities arising under the Securities Act. The Selling
Securityholders may indemnify any broker-dealer or agents that
participates in transactions involving the sale of the securities
against certain liabilities, including liabilities arising under
the Securities Act.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon
for Doma Holdings, Inc. by Davis Polk & Wardwell LLP. Any
underwriters or agents will be advised about other issues relating
to the offering by counsel to be named in the applicable prospectus
supplement.
EXPERTS
The consolidated financial statements of Doma Holdings, Inc.
(formerly States Title Holding, Inc.), incorporated by reference in
this prospectus, have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their
report. Such financial statements are incorporated by reference in
reliance upon the report of such firm, given their authority as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1
under the Securities Act with respect to the common stock and
warrants offered hereby. This prospectus does not contain all of
the information set forth in the registration statement and the
exhibits and schedules thereto. For further information with
respect to the company and its common stock, reference is made to
the registration statement and the exhibits and any schedules filed
therewith. Statements contained in this prospectus as to the
contents of any contract or other document referred to are not
necessarily complete and in each instance, if such contract or
document is filed as an exhibit, reference is made to the copy of
such contract or other document filed as an exhibit to the
registration statement, each statement being qualified in all
respects by such reference. The SEC maintains an internet site at
www.sec.gov that contains reports, proxy and information statements
we have filed electronically with the SEC.
We are subject to the information reporting requirements of the
Exchange Act and we are required to file reports, proxy statements
and other information with the SEC. These reports, proxy
statements, and other information are available for inspection and
copying at the SEC’s website referred to above. We also maintain
website at
https://www.doma.com/
. Our website and the information contained therein or connected
thereto shall not be deemed to be incorporated into this prospectus
or the registration statement of which it forms a
part.
INCORPORATION BY REFERENCE
The rules of the SEC allow us to “incorporate by reference”
information into this prospectus, which means that we can disclose
important information to you by referring you to another document
filed separately with the SEC. The information incorporated by
reference is deemed to be part of this prospectus, and subsequent
information that we file with the SEC will automatically update and
supersede that information. Any statement contained in this
prospectus or a previously filed document incorporated by reference
will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this
prospectus or a subsequently filed document incorporated by
reference modifies or replaces that statement.
We incorporate by reference the documents listed below and all
documents that we subsequently file with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of securities by means of this
prospectus, from their respective filing dates (other than any
portions thereof, which under the Exchange Act, and applicable SEC
rules, are not deemed “filed” under the Exchange Act):
•our
Annual Report on
Form 10-K
for the year ended December 31, 2021, filed with the SEC on March
4, 2022;
•our
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2022 and June 30, 2022, filed with the SEC on
May 11, 2022
and
August 10, 2022,
respectively;
•the
descriptions of our securities, which are registered under Section
12 of the Exchange Act, in our registration statement on
Form S-1,
filed with the SEC on August 19, 2021, and any amendments or
reports filed for the purpose of updating such description,
including
Exhibit 4.4
to our Annual Report on Form 10-K for the year ended December 31,
2021.
The information incorporated by reference into this prospectus is
an important part of this prospectus. Neither we nor any
underwriters have authorized anyone to provide you with information
other than that contained in or incorporated by reference into this
prospectus. You should not assume that the information in this
prospectus is accurate as of any date other than the date of this
prospectus.
You may request a free copy of any of the documents incorporated by
reference in this prospectus (excluding any exhibits to those
documents, unless those exhibits have specifically been
incorporated by reference in this prospectus or any accompanying
prospectus supplement) by writing or telephoning us at the
following address:
Doma Holdings, Inc.
101 Mission Street, Suite 740
San Francisco, California 94105
(650) 419-3827
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