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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
CompoSecure, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 Par Value per share (Title of Class of Securities) |
20459V105 (CUSIP Number) |
Thomas R. Knott c/o Resolute Compo Holdings LLC, 445 Park Avenue, Suite 5B New York, NY, 10022 (212) 256-8405 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/12/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 20459V105 |
| 1 |
Name of reporting person
Resolute Compo Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,290,409.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of 49,290,409 shares of Class A Common Stock, $0.0001 par value per share, issued by CompoSecure, Inc. (the "Class A Common Stock"), held of record by Resolute Compo Holdings LLC ("Resolute Compo Holdings").
Row (13) is based upon 101,836,981 shares of Class A Common Stock that were outstanding as of February 5, 2025.
SCHEDULE 13D
|
| CUSIP No. | 20459V105 |
| 1 |
Name of reporting person
Tungsten 2024 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,937,302.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of (i) 646,893 shares of Class A Common Stock held of record by Tungsten 2024 LLC ("Tungsten"), and (ii) 49,290,409 shares of Class A Common Stock held of record by Resolute Compo Holdings.
Tungsten is the managing member of Resolute Compo Holdings, John Cote is the manager of Tungsten and Thomas 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, Resolute Holdings, 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, and 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 Tungsten.
Row (13) is based upon 101,836,981 shares of Class A Common Stock that were outstanding as of February 5, 2025.
SCHEDULE 13D
|
| CUSIP No. | 20459V105 |
| 1 |
Name of reporting person
Thomas R. Knott | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,937,302.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 646,893 shares of Class A Common Stock held of record by Tungsten, and (ii) 49,290,409 shares of Class A Common Stock held of record by Resolute Compo Holdings.
Tungsten is the managing member of Resolute Compo Holdings, John Cote is the manager of Tungsten and Thomas 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, Resolute Holdings, 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, and 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 Tungsten.
Row (13) is based upon 101,836,981 shares of Class A Common Stock that were outstanding as of February 5, 2025.
SCHEDULE 13D
|
| CUSIP No. | 20459V105 |
| 1 |
Name of reporting person
John D. Cote | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,437,302.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 646,893 shares of Class A Common Stock held of record by Tungsten, (ii) 49,290,409 shares of Class A Common Stock held of record by Resolute Compo Holdings and (iii) 1,500,000 shares of Class A Common Stock held by Ridge Valley LLC.
Tungsten is the managing member of Resolute Compo Holdings, John Cote is the manager of Tungsten and Thomas 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, Resolute Holdings, 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, and 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 Tungsten.
Row (13) is based upon 101,836,981 shares of Class A Common Stock that were outstanding as of February 5, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 Par Value per share | |
| (b) | Name of Issuer:
CompoSecure, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
309 Pierce Street, Somerset,
NEW JERSEY
, 08873. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") 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") and amends the initial statement on Schedule 13D filed by the Reporting Persons on September 19, 2024 (the "Initial Statement" and, as amended by that certain Amendment No. 1 filed on November 29, 2024 and by this Amendment No. 2, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.
This Amendment No. 2 is being filed to amend and supplement Item 2 and Item 5 of the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | See Row (1) of each Reporting Person's cover page. | |
| (b) | The principal business office of the Reporting Persons is 445 Park Avenue, Suite 5B, New York, NY 10022. | |
| (c) | No change. | |
| (d) | No change. | |
| (e) | No change. | |
| (f) | No change. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented as specified in Appendix A. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read in its entirety as found in Appendix A. | |
| (b) | Item 5(b) is hereby amended and restated to read in its entirety as found in Appendix A. | |
| (c) | Item 5(c) is hereby amended and supplemented as found in Appendix A. | |
| (d) | None. | |
| (e) | Not applicable. | |
| 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.
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