Business Context and Reporting Period
This Form 8-K is filed by Capitol Investment Corp. IV (not Custom Truck One Source, Inc.) on August 21, 2017. The report details the consummation of the Company's initial public offering (IPO) and a simultaneous private placement. The Company is a Cayman Islands entity and an emerging growth company.
Key Financial Metrics
- Gross Proceeds from IPO: $402,500,000 from the sale of 40,250,000 Units (including 5,250,000 from the over-allotment option) at $10.00 per Unit.
- Gross Proceeds from Private Placement: $9,800,000 from the sale of 6,533,333 Private Placement Warrants at $1.50 per warrant.
- Total Capital Raised: $412,300,000.
- Warrant Exercise Price: $11.50 per share.
- Operating Metrics: The filing does not provide revenue, profit, cash flow, margins, or debt figures as the Company is a special purpose acquisition company (SPAC) that has not yet completed a business combination.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company following the IPO. The Company's balance sheet as of August 21, 2017, reflects the receipt of the proceeds mentioned above. No prior comparable period financial data is provided in this filing.
Outlook, Risks, and Contingencies
- Business Combination Requirement: The Company must complete a business combination to continue operations. Private Placement Warrants are restricted from sale or transfer until 30 days after a business combination is completed.
- Warrant Terms: Private Placement Warrants are exercisable on a cashless basis and are non-redeemable by the Company if held by the original purchasers or their permitted transferees.
- Management: Mark D. Ein serves as Chairman and CEO; L. Dyson Dryden serves as President and CFO.
Investor Verification Checklist
- Verify the audited balance sheet (Exhibit 99.1) to confirm the exact cash position and working capital following the IPO.
- Review the definitive proxy statement or prospectus for the specific timeline and criteria required to complete a business combination.
- Confirm the listing status and ticker symbol of the Units on the relevant stock exchange.
- Examine the underwriting agreement for details on lock-up periods and indemnification provisions.