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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Capitol investment corp. v

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   84-1956909
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)
   

1300 17th Street North, Suite 820

Arlington, VA

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

 

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

 

Title of Each Class

to be Registered

  

Name of Each Exchange on Which

Each Class is to be Registered

   
Units, each consisting of one share of Class A common stock, and one-third of one redeemable warrant  

New York Stock Exchange

   
Class A common stock, par value $0.0001 per share  

New York Stock Exchange

   
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50  

New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box.  ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box.  ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement file number to which this form relates: 377-249856

 

Securities to be registered pursuant to Section 12(g) of the Act: N/A

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the units, Class A common stock and warrants to purchase shares of Class A common stock of Capitol Investment Corp. V (the “Company”). The description of the units, Class A common stock and warrants contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-249856) filed with the U.S. Securities and Exchange Commission on November 4, 2020, as amended from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

 

Item 2. Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:

 

Exhibit No.

  

Description

3.1   Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-249856), filed with the Securities and Exchange Commission on November 19, 2020).
   
3.2   Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-249856), filed with the Securities and Exchange Commission on November 19, 2020).
   
3.3   Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-249856), filed with the Securities and Exchange Commission on November 19, 2020).
   
4.1   Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-249856), filed with the Securities and Exchange Commission on November 19, 2020).
   
4.2   Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-249856), filed with the Securities and Exchange Commission on November 19, 2020).
   
4.3   Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-249856), filed with the Securities and Exchange Commission on November 19, 2020).
   
4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (File No. 333-249856), filed with the Securities and Exchange Commission on November 19, 2020).
   
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-249856), filed with the Securities and Exchange Commission on November 19, 2020).
   
10.2   Form of Registration Rights Agreement between the Company and the securityholders signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-249856), filed with the Securities and Exchange Commission on November 19, 2020).

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  Very truly yours,
 
  CAPITOL INVESTMENT CORP. V
   
  By: /s/ L. Dyson Dryden
    L. Dyson Dryden
    President and Chief Financial Officer

 

Dated: December 1, 2020

 

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