| Item 1. | |
| (a) | Name of issuer:
CompoSecure, Inc. |
| (b) | Address of issuer's principal executive
offices:
309 PIERCE STREET, SOMERSET, NEW JERSEY, 08873. |
| Item 2. | |
| (a) | Name of person filing:
Steamboat Capital Partners, LLC
Parsa Kiai |
| (b) | Address or principal business office or, if
none, residence:
Steamboat Capital Partners, LLC
24 Maple Avenue
Rye, NY 10580
Parsa Kiai
c/o Steamboat Capital Partners, LLC
24 Maple Avenue
Rye, NY 10580 |
| (c) | Citizenship:
Steamboat Capital Partners, LLC - Delaware
Parsa Kiai - United States |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
20459V105 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Steamboat Capital Partners, LLC is an investment adviser that is registered under the Investment Advisers Act of 1940. Steamboat Capital Partners, LLC, which serves as the investment manager to four private funds ("Funds") and as a sub-adviser to three private funds ("Other Funds"), which hold securities for the benefit of their investors, and Mr. Parsa Kiai, as Managing Member of Steamboat Capital Partners, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds and by the Other Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that any of the Funds are the beneficial owner of any of the securities reported herein.
Steamboat Capital Partners, LLC - 2,037,227
Parsa Kiai - 2,037,227 |
| (b) | Percent of class:
This amount comprises beneficial ownership of 2,037,227 shares of Class A Common Stock which consists of (i) 1,720,050 shares of Class A Common Stock and (ii) 317,177 shares issuable upon exercise of warrants (the "Warrants") held by Steamboat Capital Partners, LLC. All such shares of Class A Common Stock in the aggregate represent beneficial ownership of approximately 2.5% of the Class A Common Stock based on (i) 82,542,223 shares of Class A Common Stock outstanding as of September 18, 2024 as represented in the Prospectus filed by the Issuer with the Securities and Exchange Commission ("SEC") on September 20, 2024, plus (ii) 317,177 shares of Class A Common Stock issuable upon exercise of the Warrants.
Steamboat Capital Partners, LLC - 2.5%
Parsa Kiai - 2.5 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Steamboat Capital Partners, LLC - 0
Parsa Kiai - 0
|
| | (ii) Shared power to vote or to direct the
vote:
Steamboat Capital Partners, LLC - 2,037,227
Parsa Kiai - 2,037,227
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Steamboat Capital Partners, LLC - 0
Parsa Kiai - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Steamboat Capital Partners, LLC - 2,037,227
Parsa Kiai - 2,037,227
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
See Notes above. |
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
