Item 7.01 Regulation FD Disclosure.
In connection with the previously announced business combination (the "Business
Combination") between Capitol Investment Corp. V, a Delaware corporation
("Capitol"), and Doma Holdings, Inc. (f/k/a States Title Holding, Inc.), a
Delaware corporation ("Doma"), Doma issued a press release announcing its
financial results for the quarter ended March 31, 2021 (the "Press Release"),
and representatives of Doma participated in a conference call and webcast (the
"Earnings Call") to present Doma's first quarter results. A copy of the Press
Release is attached hereto as Exhibit 99.1 and incorporated by reference herein,
and a transcript of the Earnings Call is attached hereto as Exhibit 99.2 and
incorporated by reference herein.
Attached hereto as Exhibit 99.3 and incorporated herein by reference is an
investor presentation, dated May 25, 2021, to be used in meetings with certain
of Capitol's stockholders, as well as other persons, with respect to the
Business Combination.
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of Capitol under the Securities Act
of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of
any general incorporation language in such filings. This Current Report on Form
8-K will not be deemed an admission as to the materiality of any information of
the information contained in this Item 7.01, including Exhibits 99.1, 99.2 and
99.3.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between Doma
and Capitol. This Current Report on Form 8-K does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act. Capitol has filed a
registration statement on Form S-4 with the U.S. Securities and Exchange
Commission (the "SEC"), which includes a document that serves as a prospectus
and proxy statement of Capitol, referred to as a proxy statement/prospectus. A
proxy statement/prospectus will be sent to all Capitol stockholders. Capitol
also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of Capitol are
urged to read the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they will contain
important information about the proposed transaction.
Investors and security holders may obtain free copies of the registration
statement, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC by Capitol through the website maintained by
the SEC at www.sec.gov.
The documents filed by Capitol with the SEC also may be obtained free of charge
at Capitol's website at https://www.capinvestment.com/ or upon written request
to 1300 17th Street North, Suite 820, Arlington, Virginia 22209.
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Participants in Solicitation
Capitol and Doma and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Capitol's
stockholders in connection with the proposed transaction. A list of the names of
such directors and executive officers and information regarding their interests
in the business combination is contained in the proxy statement/prospectus. You
may obtain free copies of these documents as described in the preceding
paragraph.
Forward-Looking Statements Legend
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target" or other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding estimates and forecasts of financial
and performance metrics, projections of market opportunity, total addressable
market (TAM), market share and competition and potential benefits of the
transactions described herein, and expectations related to the terms and timing
of the transactions described herein. These statements are based on various
assumptions, whether or not identified in this press release, and on the current
expectations of Doma's and Capitol's management and are not predictions of
actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict, will differ from assumptions and are beyond
the control of Doma and Capitol.
These forward-looking statements are subject to a number of risks and
uncertainties, including changes in business, market, financial, political and
legal conditions; the inability of the parties to successfully or timely
consummate the transactions described herein; failure to realize the anticipated
benefits of the transactions described herein; risks relating to the uncertainty
of the projected financial information with respect to Doma; future global,
regional or local economic, political, market and social conditions, including
due to the COVID-19 pandemic; the development, effects and enforcement of laws
and regulations, including with respect to the title insurance industry; Doma's
ability to manage its future growth or to develop or acquire enhancements to its
platform; the effects of competition on Doma's future business; the outcome of
any potential litigation, government and regulatory proceedings, investigations
and inquiries; and those other factors included in Capitol's final prospectus
relating to its initial public offering dated December 1, 2020 (File No.
333-249297) and the registration statement on Form S-4 (File No. 333-254470)
filed with the SEC under the heading "Risk Factors," and other documents Capitol
filed, or will file, with the SEC.
If any of these risks materialize or Doma's or Capitol's assumptions prove
incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that neither
Doma nor Capitol presently know or that Doma or Capitol currently believe are
immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements
reflect Doma's and Capitol's expectations, plans or forecasts of future events
and views as of the date of this press release. Doma and Capitol anticipate that
subsequent events and developments will cause Doma's and Capitol's assessments
to change. However, while Doma and Capitol may elect to update these
forward-looking statements at some point in the future, Doma and Capitol
specifically disclaim any obligation to do so, except as required by law. These
forward-looking statements should not be relied upon as representing Doma's and
Capitol's assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated as of May 25, 2021
99.2 Earnings Call Transcript, dated as of May 25, 2021.
99.3 Investor Presentation, dated as of May 25, 2021.
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