CompoSecure Ownership Change Filed

TL;DR

**CompoSecure ownership update filed by Resolute Compo Holdings LLC and associates.**

AI Summary

On September 19, 2024, Resolute Compo Holdings LLC, along with group members John D. Cote, Thomas R. Knott, and Tungsten 2024 LLC, filed an SC 13D for CompoSecure, Inc. This filing indicates a change in beneficial ownership, with Resolute Compo Holdings LLC being the primary filer.

Why It Matters

This filing signals a potential shift in control or influence over CompoSecure, Inc. by the reporting entities, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — SC 13D filings often indicate significant stake changes, which can lead to increased volatility and potential activist investor involvement.

Key Players & Entities

• CompoSecure, Inc. (company) — Subject Company
• Resolute Compo Holdings LLC (company) — Filing Entity
• John D. Cote (person) — Group Member
• Thomas R. Knott (person) — Group Member
• Tungsten 2024 LLC (company) — Group Member

FAQ

Key Financial Figures

• $0.0001 — Name of Issuer) Class A Common Stock, $0.0001 Par Value per share (Title of Class o
• $7.55 — A Common Stock for a purchase price of $7.55 per share of Class A Common Stock (net
• $10.06 — n Cote (1) August 9, 2024 127,156 $10.06 $9.64 – $10.40 John Cote (1)
• $9.64 — ) August 9, 2024 127,156 $10.06 $9.64 – $10.40 John Cote (1) August
• $10.40 — 2024 127,156 $10.06 $9.64 – $10.40 John Cote (1) August 12, 2024 1,0
• $10.91 — ote (1) August 12, 2024 1,090,810 $10.91 $10.33 – $11.08 John Cote (1)
• $10.33 — August 12, 2024 1,090,810 $10.91 $10.33 – $11.08 John Cote (1) August
• $11.08 — 4 1,090,810 $10.91 $10.33 – $11.08 John Cote (1) August 13, 2024 282
• $10.63 — Cote (1) August 13, 2024 282,034 $10.63 $10.40 – $11.05 (1) Shares he
• $11.05 — 024 282,034 $10.63 $10.40 – $11.05 (1) Shares held through Ridge Valley

Filing Documents

• eh240532606_13d-cmpo.htm (SC 13D) — 116KB
• eh240532606_ex01.htm (EX-1) — 120KB
• eh240532606_ex02.htm (EX-99.2) — 122KB
• eh240532606_ex03.htm (EX-99.3) — 113KB
• eh240532606_ex04.htm (EX-99.4) — 111KB
• eh240532606_ex05.htm (EX-99.5) — 111KB
• eh240532606_ex06.htm (EX-99.6) — 111KB
• eh240532606_ex09.htm (EX-99.9) — 8KB
• 0000950142-24-002417.txt ( ) — 815KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the Class A Common Stock, par value $0.0001 per share (the “ Class A Common Stock ”) of CompoSecure, Inc., a Delaware corporation (the “ Issuer ”), which has its principal executive offices at 309 Pierce Street, Somerset, NJ 08873.

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule 13D is filed by Resolute Compo Holdings LLC (“ Resolute Compo Holdings ”), Tungsten 2024 LLC (“ Tungsten ”), John Cote and Thomas Knott (together with Resolute, Tungsten and John Cote, collectively, the “ Reporting Persons ”). (b) The principal business office of the Reporting Persons is 445 Park Avenue, Suite 15F, New York, NY 10022. (c) The principal business of the Reporting Persons is the operation of an investment firm. Resolute Compo Holdings is a member-managed limited liability company. Tungsten is the managing member of Resolute Compo Holdings, Mr. John Cote is the manager of Tungsten and Mr. Knott is a member of Resolute Compo Holdings. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial administrative body of competent jurisdiction or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of Resolute Compo Holdings and Tungsten are organized in the State of Delaware. Mr. John Cote and Mr. Knott are citizens of the United States.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Of the securities reported herein as beneficially owned by the Reporting Persons, 49,290,409 shares of Class A Common Stock were acquired pursuant to the Stock Purchase Agreements, dated as of August 7, 2024 (the “ Purchase Agreements ”), by and among Tungsten and the other persons party thereto (the “ Selling Shareholders ”). The closing of the transactions contemplated by the Purchase Agreements (the “ Closing ”) occurred on September 17, 2024 (the “ Closing Date ”). Prior to the Closing, Tungsten assigned all of its rights and obligations under the Purchase Agreements to Resolute Compo Holdings in accordance with the terms of the Purchase Agreements. Pursuant to the terms of the Purchase Agreements, on the Closing Date, the Selling Shareholders (i) exchanged all of their Class B Units (“ Class B Units ”) of CompoSecure Holdings, L.L.C. for shares of Class A Common Stock (with all of their shares of Class B Common Stock, par value $0.0001 per share, of the Issuer being automatically cancelled for no consideration upon such exchange by operation of the Issuer’s certificate of incorporation) and (ii) immediately thereafter sold to Resolute Compo Holdings, as Tungsten’s assignee, an aggregate of 49,290,409 shares of Class A Common Stock for a purchase price of $7.55 per share of Class A Common Stock (net of each Selling Shareholder’s pro rata portion of certain transaction expenses incurred by the Selling Shareholders) (collectively, the “ Transaction ”). The source of funds required for the Transaction consist of cash contributions to Tungsten from certain entities related to the family of David M. Cote. Additionally, Ridge Valley LLC, of which Mr. John Cote serves as manager, acquired an aggregate of 1,500,000 shares of Class A Common Stock in open-market purchases as more fully described in Item 5(c) below using

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION. The information set forth or incorporated in Item 3 and Item 6 is hereby incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the shares of Class A Common Stock for investment purposes and they intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. described in Item 6 below, including the standstill and transfer restrictions described therein, the Reporting Persons at any time and from time to time may acquire additional securities of the Issuer, or retain, convert and/or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, their affiliates or their designees to the Issuer’s board of directors (the “Board”) may engage in discussions with management, the Board, and stockholders of the Issuer and other relevant parties, encourage such persons to consider or explore, take a position regarding, make one or more proposals regarding, or participate in extraordinary corporate transactions and other corporate and management structures, such as mergers, sales, acquisitions or separations of assets or businesses; changes to the capitalization, dividend or governance policies of the Issuer; changes in the present business strategy of the Issuer; changes to the Issuer’s Board, officers or other personnel; or other

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) – (b). The following information with respect to the ownership of the Class A Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of September 17, 2024: Reporting Persons Shares Held Directly Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Beneficial Percentage of Class (3) Resolute Compo Holdings LLC (1) 49,290,409 0 49,290,409 0 49,290,409 49,290,409 59.7 % Tungsten 2024 LLC (1) 0 0 49,290,409 0 49,290,409 49,290,409 59.7 % Thomas Knott (1) 0 0 49,290,409 0 49,290,409 49,290,409 59.7 % John Cote (1) 0 1,500,000(2) 49,290,409 1,500,000(2) 49,290,409 50,790,409 61.5 % (1) Resolute Compo Holdings is the record holder of 49,290,409 shares of Class A Common Stock. Tungsten is the managing member of Resolute Compo Holdings, Mr. John Cote is the manager of Tungsten and Mr. Knott is a member of Resolute Compo Holdings. Tungsten, as managing member, has the right to vote and dispose of the shares of Class A Common Stock reported herein, subject to certain consultation rights held by Mr. Knott. Accordingly, Tungsten, Mr. John Cote and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Resolute Compo Holdings. (2) Shares held through Ridge Valley LLC, of which Mr. John Cote serves as manager. (3) Based upon 82,541,374 shares of Class A Common Stock that were outstanding as of September 17, 2024. CUSIP No. 20459V105 SCHEDULE 13D Page 8 of 11 The information provided pursuant to this Item 5 excludes 2,000,000 and 618,013 shares of Class A Common Stock held by Michele D. Logan and CompoSecure Employee, L.L.C., respectively, each of which has agreed pursuant to the respective Purchase Agreement, attached hereto as Exhibit 2 and Exhibit 3, to vote its shares in favo

CONTRACTS, ARRANGEMENTS, UNDERTAKINGS

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth or incorporated in Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety into this Item 6. Letter Agreement On August 7, 2024, Tungsten, the Issuer and CompoSecure Holdings, L.L.C. entered into a Letter Agreement (the “ Letter Agreement ”) to establish the terms of and ensure an orderly transition of governance of the Issuer in connection with the Transaction. Pursuant to the terms of the Letter Agreement, among other things, (i) the Issuer increased the size of the Board to eleven directors effective immediately prior to the Closing, (ii) Mitchell Hollin and Michele Logan resigned as members of the Board and (iii) David Cote, Tom Knott, Joe DeAngelo, Mark James, Roger Fradin and John Cote, each of whom were designated by the Stockholder (as defined below), were appointed to the Board effective as of the Closing, with: Mr. David Cote filling the vacancy created by Mr. Hollin’s resignation and holding office as a Class III director and Chairman of the Board for a three-year term expiring at the Issuer’s annual meeting of stockholders to be held in 2027; Mr. Knott filling the vacancy created by Ms. Logan’s resignation and holding office as a Class II director for the term expiring at the Issuer’s annual meeting of stockholders to be held in 2026; Mr. DeAngelo filling one of the newly created directorships created by the expansion of the Board and holding office as a Class II director for the term expiring at the Issuer’s annual meeting of stockholders to be held in 2026; Mr. James filling one of the newly created directorships created by the expansion of the Board and holding office as a Class II director for the term expiring at the Issuer’s annual meeting of stockholders to be held in 2026; Mr. Fradin filling one of the newly created directorships creat

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No. Description 1 Stock Purchase Agreement, dated August 7, 2024, by and among Tungsten 2024 LLC, LLR Equity Partners IV, L.P. and LLR Equity Partners Parallel IV, L.P. 2 Stock Purchase Agreement, dated August 7, 2024, by and among Tungsten 2024 LLC, Ephesians 3:16 Holdings LLC, Michele D. Logan and Carol D. Herslow Credit Shelter Trust B. 3 Stock Purchase Agreement, dated August 7, 2024, by and between Tungsten 2024 LLC and CompoSecure Employee, LLC. 4 Stock Purchase Agreement, dated August 7, 2024, by and between Tungsten 2024 LLC and Luis DaSilva. 5 Stock Purchase Agreement, dated August 7, 2024, by and between Tungsten 2024 LLC and B. Graeme Frazier, IV. 6 Stock Purchase Agreement, dated August 7, 2024, by and between Tungsten 2024 LLC and Joseph Morris. 7 Letter Agreement, dated August 7, 2024, by and among CompoSecure, Inc., CompoSecure Holdings, L.L.C. and Tungsten 2024 LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 9, 2024). 8 Governance Agreement, dated September 17, 2024, by and among CompoSecure, Inc., Resolute Compo Holdings LLC and Tungsten 2024 LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 17, 2024). 9 Joint Filing Agreement, dated as of September 19, 2024, by and among the Reporting Persons. CUSIP No. 20459V105 SCHEDULE 13D Page 11 of 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 19, 2024 RESOLUTE COMPO HOLDINGS LLC By: Tungsten 2024 LLC, its managing member By: /s/ John D. Cote Name: John D. Cote Title: Manager TUNGSTEN 2024 LLC By: /s/ John D. Cote Name: John D. Cote Title: Manager THOMAS R. KNOTT /s/ Thomas R. Knott Thomas R

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View this SC 13D filing on SEC EDGAR