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EX-5.2 - OPINION OF MAPLES AND CALDER. - Custom Truck One Source, Inc.fs12017a3ex5ii_capitolinvest.htm

 

 

As filed with the U.S. Securities and Exchange Commission on August 11, 2017.

 

Registration No. 333-219146

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________

AMENDMENT NO. 3

TO

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

__________________

Capitol Investment Corp. IV

(Exact name of registrant as specified in its charter)

Cayman Islands   6770   N/A
(State or other jurisdiction of incorporation or organization)   (Primary Standard Industrial Classification Code Number)   (I.R.S. Employer
Identification Number)

509 7th Street, N.W.
Washington, D.C. 20004
(202) 654-7060

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________

Mark D. Ein, Chief Executive Officer
Capitol Investment Corp. IV
509 7th Street, N.W.
Washington, D.C. 20004
(202) 654-7060

(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________

Copies to:

David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
405 Lexington Avenue
New York, New York 10174
Tel: (212) 818-8800
Fax: (212) 818-8881
  Deanna L. Kirkpatrick, Esq.
Derek J. Dostal, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Tel: (212) 450-4000

__________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨  Accelerated filer ¨
Non-accelerated filer x  Smaller reporting company ¨
(Do not check if smaller reporting company)  Emerging growth company x

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 to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered  Amount Being Registered   Proposed Maximum Offering Price per Security  

Proposed Maximum Aggregate Offering Price(1)

   Amount of Registration Fee 
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2)   40,250,000   $10.00   $402,500,000   $46,650 
Class A ordinary shares included as part of the units(3)   40,250,000    -      -      -  (4)
Redeemable warrants included as part of the units(3)   13,416,667    -      -      -  (4)
Total            $402,500,000   $46,650(5)

 

____________

(1)    Estimated solely for the purpose of calculating the registration fee.
(2)   Includes 5,250,000 units, consisting of 5,250,000 Class A ordinary shares and 1,750,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)    Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions.
(4)   No fee pursuant to Rule 457(g).
(5)   Previously Paid.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

EXPLANATORY NOTE

 

This Amendment is being filed solely to include an exhibit to the Registration Statement.

 

 

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

SEC expenses  $46,650 
FINRA expenses   60,875 
Accounting fees and expenses   40,000 
Printing and engraving expenses   40,000 
Travel and road show expenses   25,000 
Legal fees and expenses   300,000 
Stock exchange listing and filing fees   85,000 
Director & Officer liability insurance premiums(1)   100,000 
Miscellaneous   52,475 
Total  $750,000 
____________

(1)     This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.

Item 14. Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our second amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities.

In May 2017, we issued to our sponsors an aggregate of 10,062,500 founder shares in exchange for a capital contribution of $25,000, or approximately $0.0025 per share. Our sponsors transferred 50,000 founder shares to each of our independent directors in June 2017 and transferred an aggregate of 32,500 founder shares to certain other persons associated with them in August 2017, in each case at the same per-share purchase price paid by our sponsors. The foregoing transfers of founder shares were made in reliance upon an exemption from the registration requirements of the Securities Act pursuant to the so-called 4(a)(1)-½ exemption. Prior to the initial investment in our company of $25,000 by our sponsors, we had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The number of founder shares issued was determined based on the expectation that the total size of this offering would be a maximum of 40,250,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Our sponsors will surrender for no consideration up to 1,312,500 shares depending on the extent to which the underwriters’ over-allotment option is not exercised.

 

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Our sponsors and independent directors have committed, pursuant to written agreements, to purchase an aggregate of 5,833,333 private placement warrants (or 6,533,333 if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one ordinary share at $11.50 per share, at a price of $1.50 per warrant (approximately $8,750,000 in the aggregate or approximately $9,800,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Item 16. Exhibits and Financial Statement Schedules.

(a)     The Exhibit Index following the signature page is incorporated herein by reference

Item 17. Undertakings.

(a)     The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b)     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)     The undersigned registrant hereby undertakes that:

(1)     For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)     For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 11th day of August, 2017. 

  CAPITOL INVESTMENT CORP. IV
     
    By:   /s/ Mark D. Ein
        Name: Mark D. Ein
        Title: Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name  Position   

Date

 
         
/s/ Mark D. Ein  Chairman of the Board and Chief Executive Officer   August 11, 2017 
Mark D. Ein  (Principal executive officer)     
         
/s/ L. Dyson Dryden  President, Chief Financial Officer, Secretary, Treasurer   August 11, 2017 
L. Dyson Dryden  and Director (Principal financial and accounting officer)     
         
*  Director   August 11, 2017 
Lawrence Calcano        
         
*  Director   August 11, 2017 
Brooke B. Coburn        
         
*  Director   August 11, 2017 
Richard C. Donaldson        
         
* By L. Dyson Dryden,
Power of Attorney
        

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EXHIBIT INDEX

Exhibit No.  
Description
1.1*   Form of Underwriting Agreement.
3.1*   Memorandum and Articles of Association.
3.2*   Form of Amended and Restated Memorandum and Articles of Association.
4.1*   Specimen Unit Certificate.
4.2*   Specimen Ordinary Share Certificate.
4.3*   Specimen Warrant Certificate.
4.4*   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
5.1*   Opinion of Graubard Miller.
5.2   Opinion of Maples and Calder.
10.1.a*   Form of Letter Agreement among the Registrant and the sponsors of the Registrant.
10.1.b*   Form of Letter Agreement among the Registrant and the officers and directors of the Registrant.
10.2*   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
10.3*   Form of Registration Rights Agreement among the Registrant and the Holders signatory thereto.
10.4*   Form of Private Placement Warrants Purchase Agreement between the Registrant and the purchasers of the Private Placement Warrants.
10.5*   Promissory Note, dated as of June 1, 2017.
10.6*   Form of Administrative Services Agreement between the Registrant and the sponsors.
14*   Form of Code of Ethics.
23.1*   Consent of Marcum LLP.
23.2*   Consent of Graubard Miller (included on Exhibit 5.1).
23.3   Consent of Maples and Calder (included on Exhibit 5.2).
24*   Power of Attorney.
99.1*   Form of Audit Committee Charter.
99.2*   Form of Compensation Committee Charter.
99.3*   Form of Nominating Committee Charter.

____________

*         Previously filed

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