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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 8-K

  

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): January 25, 2021 (January 22, 2021)

 

Capitol Investment Corp. V

(Exact name of registrant as specified in its charter)

 

Delaware   001-39754   84-1956909

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

1300 17th Street North, Suite 820
Arlington, Virginia		   22209
(Address of Principal Executive Offices)   (Zip Code)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company ☒

 

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

 

 

 

 

 

Item 8.01. Other Events.

 

On January 25, 2021, Capitol Investment Corp. V (the “Company,” “us” or “our”) announced that the holders of the Company’s units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and redeemable warrants included in the Units commencing on January 22, 2021. Each Unit consists of one share of Class A Common Stock and one-third of one redeemable warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “CAP.U.” Any underlying shares of Class A Common Stock and redeemable warrants that are separated will trade on the NYSE under the symbols “CAP” and “CAP WS,” respectively. No fractional warrants will be issued upon separation of the Units, and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate such holders’ Units into shares of Class A Common Stock and redeemable warrants.

 

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

 

This report includes forward-looking statements. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and prospectus for the offering filed with the Securities and Exchange Commission, any of which could cause actual results to differ from such forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

  

Item 9.01 Financial Statements and Exhibits

 

(d)Exhibits

 

Exhibit No.   Description of Exhibits
     
99.1   Press Release, dated as of January 25, 2021

 

1

 

 

SIGNATURE

 

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

 

  Capitol Investment Corp. V
     
Date: January 25, 2021 By: /s/ L. Dyson Dryden
  Name: L. Dyson Dryden
  Title: President and Chief Financial Officer

 

 

2

 

Exhibit 99.1

 

 

Capitol Investment Corp. V

Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants

 

ARLINGTON, VIRGINIA, January 25, 2021 – Capitol Investment Corp. V (NYSE: CAP.U), a public investment vehicle formed by Mark D. Ein and L. Dyson Dryden (the “Company”), today announced that, commencing January 22, 2021, holders of the units sold in the Company’s initial public offering of 34,500,000 units completed on December 4, 2020, may elect to separately trade the shares of Class A common stock and redeemable warrants included in the units. Those units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “CAP.U,” and the shares of Class A common stock and redeemable warrants that are separated will trade on the NYSE under the symbols “CAP” and “CAP WS,” respectively. No fractional warrants will be issued upon separation of the units, and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and redeemable warrants.

 

The Company was formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

 

The Company is led by Chairman and Chief Executive Officer, Mark D. Ein, and President and Chief Financial Officer, L. Dyson Dryden. The Capitol team has raised $1.53 billion in five SPACs since 2007 and closed four SPAC mergers.

 

The units were initially offered by the Company in an underwritten offering. Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC served as joint book-running managers of the offering.

 

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 1, 2020. The offering was made only by means of a prospectus, copies of which may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: 1-800-831-9146; Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005-2836, Attention: Prospectus Group, Telephone: (800) 503-4611, Email: prospectus.cpdg@db.com; or Morgan Stanley & Co. LLC, 180 Varick Street, Second Floor, New York, New York 10014, Attention: Prospectus Department, Email: prospectus@morganstanley.com.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Forward-Looking Statements

 

This press release includes forward-looking statements. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and prospectus for the offering filed with the SEC, any of which could cause actual results to differ from such forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

 

Contact:

 

L. Dyson Dryden
President and Chief Financial Officer
Capitol Investment Corp. V
202-654-7060