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United States securities and exchange commission logo
June 7, 2021
Mark D. Ein
Chief Executive Officer
Capitol Investment Corp. V
1300 17th Street North
Suite 820
Arlington, VA 22209
Re: Capitol Investment
Corp. V
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 25, 2021
File No. 333-254470
Dear Mr. Ein:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
[Month day, year] letter.
Amendment No. 1 to Registration Statement on Form S-4
Comparable Company Analysis, page 94
1. We note your response
to our prior comment 12. Please discuss the fact that unlike
Doma, Opendoor's
business model is focused on investing in real estate and owns real
estate inventory.
Explain what consideration was given to the significantly different
economic drivers of the
respective businesses.
2. We note your response
to our prior comment 13. Please address here or in your risk factor
disclosure the fact
that the stock price for every company used in the comparable
company analysis has
been significantly lower than the stock price on March 1, 2021,
Mark D. Ein
Capitol Investment Corp. V
June 7, 2021
Page 2
which was the price used in the comparable company analysis. As
appropriate, also
explain that the comparable company analysis was the primary model
that Capitol relied
upon.
6. Liability for loss and loss adjustment expenses, page F-83
3. We acknowledge your response to our prior comment 17. Please explain
to us why the
reported loss emergence was lower than expected for all periods
presented. In this regard,
your disclosure on page F-83 indicates a reduction in your prior year
loss projections of at
least 10% recognized during 2019 and 2020.
Notes to Consolidated Financial Statements
15. Commitments and contingencies, page F-94
4. We acknowledge your response to our prior comment 18. The proposed
judgement you
disclose in the risk factor on page 57 appears to be material to your
financial statements.
Explain to us why the litigation would not require disclosure under
ASC 450-20-50, or
revise your disclosures here and on page F-57 accordingly.
You may contact Rolf Sundwall at 202-551-3105 or David Irving at
202-551-3321 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dana Brown at 202-551-3859 or Justin Dobbie at 202-551-3469 with any
other
questions.
FirstName LastNameMark D. Ein Sincerely,
Comapany NameCapitol Investment Corp. V
Division of
Corporation Finance
June 7, 2021 Page 2 Office of
Finance
FirstName LastName