Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2024

CompoSecure, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39687		85-2749902
(State or Other Juris- diction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

309 Pierce Street

Somerset, New Jersey

08873

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (908) 518-0500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value	CMPO	Nasdaq Global Market

Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock	CMPOW	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02

Results of Operations and Financial Condition

On August 7, 2024, CompoSecure, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2024, and provided an investor presentation to accompany the press release. The press release and investor presentation provide business updates, including with respect to an amendment to the credit facility with JPMorgan Chase Bank, National Association, and a transaction pursuant to which Resolute Holdings will acquire a majority interest in CompoSecure with a $372 million personal investment from The David Cote Family.

Copies of the press release and the investor presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively.*

Item 7.01

Regulation FD Disclosure

On August 7, 2024, the Company and Resolute Holdings I, LP and its affiliated vehicles (“Resolute”), an investment firm led by David Cote and Tom Knott, announced that certain Class B stockholders of the Company entered into stock purchase agreements with Resolute, pursuant to which Resolute will acquire a majority interest in the Company and eliminate its dual-class structure (the “Transaction”). The Transaction is subject to customary closing conditions and regulatory approval, including Hart-Scott-Rodino clearance.

In connection with the Transaction, on August 7, 2024, the Company and a subsidiary entered into a Letter Agreement with an investment entity affiliated with Resolute (the “Letter Agreement”) to establish the terms of the transition of governance of the Company. In addition to the Letter Agreement, in connection with the Transaction, the Company entered into Amendment No. 1 to the Tax Receivable Agreement, dated as of August 7, 2024, (the “TRA”) which amends the Tax Receivable Agreement, dated as of December 27, 2021, by and among the Company and each of the other parties thereto, to, among other things, prevent acceleration of TRA payments that would otherwise be payable as a result of the Transaction. The amendment of the TRA is contingent upon, and shall only be effective, upon the closing of the Transaction.

If the Transaction is completed, it is anticipated it will result in a “Fundamental Change” with respect to the Company’s exchangeable notes issued pursuant to the Indenture, dated as of December 27, 2021.

In addition, on August 7, 2024, subsidiaries of the Company entered into the Fourth Amended and Restated Credit Agreement with JPMorgan Chase Bank, National Association, as administrative agent, and the lenders party thereto, which, amongst other matters, extended the maturity date to August 2029, lowered the interest rate on the credit facility, amended certain change of control covenants, and provides for a $200 million term facility and a $130 million revolving credit facility.

On August 7, 2024, the Company issued a press release announcing the Transaction. A copy of the press release, which is attached hereto as Exhibit 99.3 and incorporated by reference herein, is hereby furnished pursuant to this Item 7.01.

Attached hereto as Exhibit 99.2 and incorporated herein by reference is an investor presentation that will be used by the Company on a conference call today with investors and other persons.

The information included under Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.*

The terms of the Transaction, the amendment of the TRA and the amended credit facility will be described in a subsequent filing on Form 8-K.

Item 9.01

Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of the Company, dated August 7, 2024
99.2	Investor Presentation, dated August 7, 2024
99.3	Joint Press Release of the Company and Resolute, dated August 7, 2024
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

* The information in Items 2.02 and 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMPOSECURE, INC.

Date: August 7, 2024	By:	/s/Timothy Fitzsimmons
		Timothy Fitzsimmons
		Chief Financial Officer

Exhibit 99.1

CompoSecure Reports Record Second Quarter 2024 Financial Results; Narrows 2024 Full Year Guidance to High End of Range

Q2 Net Sales up 10% to $108.6 million; Q2 Net Income up 3% to $33.6 million; Q2 Adj. EBITDA up 8% to $40.0 million

Narrows fiscal 2024 guidance; now anticipates Net Sales between $418-$428 million and Adjusted EBITDA between $150-$157 million

David Cote, former CEO of Honeywell and current executive chairman of Vertiv, to become executive chairman of CompoSecure following the acquisition of a majority interest in the Company by the David Cote Family; Expected to simplify corporate structure and unlock shareholder value

SOMERSET, N.J., August 7, 2024 -- CompoSecure, Inc. (Nasdaq: CMPO), a leader in metal payment cards, security, and authentication solutions, today announced its operating results for the second quarter ended June 30, 2024.

“I am pleased to report another record quarter of Net Sales and Adjusted EBITDA, driven by continued growth in our domestic business and strong international demand from the launch of new programs,” said Jon Wilk, President and CEO of CompoSecure. We continue to support our customer’s ability to offer highly attractive premium card programs such as the limited edition Amex White Gold Card and the first Wells Fargo and Expedia co-branded metal card, as well as driving growth with innovative products through our Echo Mirror Card and LED card.

“I am also excited to announce an expansion of our strategic partnership with Fiserv to include the marketing and reselling of Arculus Authenticate. Building on our already successful metal payment card collaboration, this partnership will enhance the ability to bring FIDO 2 secure authentication capabilities to Fiserv’s extensive customer base of financial institutions and fintechs.”

As just announced in a separate press release, the David Cote Family is investing $372 million through Resolute and Dave Cote will become the executive chairman of the board of directors of CompoSecure upon closing of the transaction. Resolute will become the majority shareholder of the Company and will focus on deploying operational and M&A best practices to drive long-term value creation for all shareholders. Importantly, the transaction will remove the dual-share structure, delivering higher retained annual cash flow and better alignment of all shareholders with the elimination of the tax distributions related to the Class B units.

Mr. Wilk continued, “I am thrilled to have David Cote serve as Executive Chairman of the Board of Directors. David’s career and track record is unparalleled, setting the standard for how organizations can simultaneously drive both short and long-term performance to realize their full potential. We believe his experience steering global public companies, such as Honeywell and Vertiv, will be invaluable to CompoSecure as we enter a new phase of growth and value creation for shareholders, employees, and customers.”

Wilk added, “Today, we have also amended our credit facility with lower rates, an upsized revolving line of credit, a longer term and more flexible covenants. This reflects the confidence our lenders have in our business and provides capacity for continued growth and to retire our exchangeable notes maturing in December 2026.”

Financial Highlights (Q2 2024 vs. Q2 2023 )

Net Sales: Net Sales increased 10% to $108.6 million compared to $98.5 million. The increase was primarily driven by continued domestic growth and improved international demand.

Gross Profit: Gross Profit was $56.1 million or 52% of Net Sales, compared to $53.9 million or 55%. The decrease in gross margin was primarily due to product mix, as well as inflationary pressure on wages.

Net Income/EPS: Net Income increased 3% to $33.6 million compared to $32.7 million. Net Income per share attributable to Class A common shareholders was $0.44 (Basic) and $0.32 (Diluted), compared to $0.31 (Basic) and $0.29 (Diluted) in the year-ago period.

Adjusted Net Income/Adjusted EPS: Adjusted Net Income (a non-GAAP measure) increased 10% to $25.2 million compared to $22.9 million in the year-ago period. Adjusted EPS (a non-GAAP measure), which includes both Class A and Class B shares, was $0.31 (Basic) and $0.27 (Diluted) compared to $0.29 (Basic) and $0.25 (Diluted) in the year-ago period (see reconciliation of non-GAAP measures shown in table below).

Adjusted EBITDA: Adjusted EBITDA (a non-GAAP measure) increased 8% to $40.0 million compared to $36.9 million, with the increase driven by net sales growth.

Liquidity and Capital Structure

Balance Sheet: At June 30, 2024, CompoSecure had $35.4 million of cash and cash equivalents and $330.9 million of total debt, which included $200.9 million of term loan and $130 million of exchangeable notes. This compares to cash and cash equivalents of $41.2 million and total debt of $340.3 million at December 31, 2023, and cash and cash equivalents of $22.6 million and total debt of $358.1 million at June 30, 2023. CompoSecure’s secured debt leverage ratio was 1.29x at June 30, 2024 compared to 1.39x at December 31, 2023 and 1.60x at June 30, 2023.

Shares Outstanding: At June 30, 2024, CompoSecure had 81.7 million shares outstanding which included 29.8 million Class A shares and 51.9 million Class B shares. This includes the effect of the May 2024 underwritten secondary offering of approximately 8.1 million shares of Class A common stock, which were converted from shares of Class B common stock (for more information on shares outstanding, both Basic and Diluted, please refer to CompoSecure’s SEC filings and the earnings presentation).

Operational Highlights

Expanded partnership with Fiserv to market and resell Arculus Authenticate capabilities to Fiserv’s customer base

Customer card programs launched include Wells Fargo Expedia Onekey Card, the Amex White Gold Card, Turkish Airlines, and Atlas, a leading fintech.

Arculus highlights:

◦

Remain on track for Arculus total net investment to be lower than 2023, with the expectation of turning positive for fiscal 2025

◦

Showcased Arculus innovation around Web3 payment capabilities using digital assets for everyday purchases at point of sale

CompoSecure recognition:

◦

Won three 2024 International Card Manufactures Awards Elan Award: Best Metal Cards, Best Environmentally-Friendly Cards, and Best Secure Payment Cards

◦

Jon Wilk, CEO, Visionary CEO Award from the Banking Tech Awards USA

◦

Steve Feder, General Counsel, NJBIZ Leaders in Law Awards

Released inaugural ESG Report

2024 Financial Outlook

The Company has narrowed its previously issued fiscal 2024 guidance and now expects Net Sales to range between $418-$428 million (previously $408-428 million) and Adjusted EBITDA to range between $150-$157 million (previously $147-$157 million).

Conference Call

CompoSecure will host a conference call and live audio webcast today at 5:00 p.m. Eastern Time to discuss its financial and operational results, followed by a question-and-answer period.

Date: Wednesday, August 7, 2024

Time: 5:00 p.m. Eastern Time

Dial-in registration link

Live webcast registration link

If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

A live webcast and replay of the conference call will be available on the investor relations section of CompoSecure’s website at https://ir.composecure.com/news-events/events.

About CompoSecure

Founded in 2000, CompoSecure (Nasdaq: CMPO) is a technology partner to market leaders, fintech’s and consumers enabling trust for millions of people around the globe. The company combines elegance, simplicity and security to deliver exceptional experiences and peace of mind in the physical and digital world. CompoSecure’s innovative payment card technology and metal cards with Arculus security and authentication capabilities deliver unique, premium branded experiences, enable people to access and use their financial and digital assets, and ensure trust at the point of a transaction. For more information, please visit www.CompoSecure.com and www.GetArculus.com.

Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although CompoSecure believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, CompoSecure cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning CompoSecure’s possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. In some instances, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect CompoSecure’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in CompoSecure’s forward-looking statements: the completion of the transactions contemplated by the proposed transactions with Resolute Partners; the ability of CompoSecure to grow and manage growth profitably; maintain relationships with customers; compete within its industry and retain its key employees; the possibility that CompoSecure may be adversely impacted by other global economic, business, competitive and/or other factors; the outcome of any legal proceedings that may be instituted against CompoSecure or others; future exchange and interest rates; and other risks and uncertainties, including those under “Risk Factors” in filings that have been made or will be made with the Securities and Exchange Commission. CompoSecure undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Use of Non-GAAP Financial Measures

This press release may include certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. CompoSecure believes EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Free Cash Flow are useful to investors in evaluating CompoSecure’s financial performance. CompoSecure uses these measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and/or to measure incentive compensation, as we believe that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling CompoSecure to evaluate and plan more effectively for the future. Due to the forward-looking nature of the financial guidance included above, specific quantification of the charges excluded from the non-GAAP financial measures included in such financial guidance, including with respect to depreciation, amortization, interest, and taxes, that would be required to reconcile the non GAAP financial measures included in such financial guidance to GAAP measures are not available, so it is not feasible to provide accurate forecasted non-GAAP reconciliations without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included, and no reconciliation of the forward-looking non-GAAP financial measures is included. In addition, CompoSecure’s debt agreements contain covenants that use a variation of these measures for purposes of determining debt covenant compliance. CompoSecure believes that investors should have access to the same set of tools that its management uses in analyzing operating results. EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Free Cash Flow should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Free Cash Flow are significant components in understanding and assessing CompoSecure’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of CompoSecure’s liquidity and may be different from similarly titled non-GAAP measures used by other companies. Please refer to the tables below for the reconciliation of GAAP measures to these non-GAAP measures.

Corporate Contact

Anthony Piniella

Head of Global Communications, CompoSecure

(917) 208-7724

apiniella@composecure.com

Investor Relations Contact

Sean Mansouri, CFA

Elevate IR

(720) 330-2829

CMPO@elevate-ir.com

Consolidated Balance Sheet Data

(in thousands)

	June 30, 2024			December 31, 2023
	Unaudited
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	35,391		$	41,216
Accounts receivable, net		39,648			40,488
Inventories		57,514			52,540
Prepaid expenses and other current assets		3,928			5,133
Total current assets		136,481			139,377

Property and equipment, net		23,739			25,212
Right of use assets, net		6,449			7,473
Deferred tax asset		41,082			23,697
Derivative asset - interest rate swap		5,182			5,258
Deposits and other assets		422			24
Total assets	$	213,355		$	201,041

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable		9,431			5,193
Accrued expenses		12,183			11,986
Commission payable		5,010			4,429
Bonus payable		5,473			5,616
Current portion of long-term debt		13,437			10,313
Current portion of lease liabilities		2,029			1,948
Current portion of tax receivable agreement liability		1,425			1,425
Total current liabilities		48,988			40,910

Long-term debt, net of deferred finance costs		186,244			198,331
Convertible notes		128,088			127,832
Derivative liability - convertible notes redemption make-whole provision		544			425
Warrant liability		10,087			8,294
Lease liabilities, operating		5,077			6,220
Tax receivable agreement liability		43,060			23,949
Earnout consideration liability		383			853
Total liabilities		422,471			406,814

Commitments and contingencies (Note 13)

Redeemable non-controlling interest		516,489			596,587

Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding		—			—
Class A common stock, $0.0001 par value; 250,000,000 shares authorized, 29,847,338 and 19,415,123 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.		3			2
Class B common stock, $0.0001 par value; 75,000,000 shares authorized, 51,908,422 and 59,958,422 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.		5			6
Additional paid-in capital		36,258			39,466
Accumulated other comprehensive income		4,848			4,991
Accumulated deficit		(766,719	)		(846,825	)
Total stockholders' deficit		(725,605	)		(802,360	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	213,355		$	201,041

Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2024			2023			2024			2023
Net sales	$	108,567		$	98,527		$	212,577		$	193,843
Operating expenses:
Cost of sales		52,495			44,590			101,292			86,552
Selling, general and administrative expenses		24,279			23,588			48,357			47,532
Total operating expenses		76,774			68,178			149,649			134,084

Income from operations		31,793			30,349			62,928			59,759

Total other income (expense), net		2,062			3,331			(12,836	)		(16,605	)
Income before income taxes		33,855			33,680			50,092			43,154
Income tax (expense) benefit		(258	)		(970	)		578			293
Net income	$	33,597		$	32,710		$	50,670		$	43,447

Net income attributable to redeemable non-controlling interests	$	22,498		$	26,973		$	33,629		$	35,347
Net income attributable to CompoSecure, Inc.	$	11,099		$	5,737		$	17,041		$	8,100

Net income per share attributable to Class A common stockholders - basic	$	0.44		$	0.31		$	0.74		$	0.45
Net income per share attributable to Class A common stockholders - diluted	$	0.32		$	0.29		$	0.49		$	0.41

Weighted average shares used to compute net income per share attributable to Class A common stockholders - basic (in thousands)		25,438			18,537			23,003			18,087
Weighted average shares used to compute net income per share attributable to Class A common stockholders - diluted (in thousands)		96,641			35,528			96,438			35,155

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six months ended June 30,
	2024			2023
Cash flows from operating activities:
Net income	$	50,670		$	43,447
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		4,601			4,171
Stock-based compensation expense		9,635			8,415
Amortization of deferred finance costs		669			700
Change in fair value of earnout consideration liability		(470	)		(4,221	)
Revaluation of warrant liability		1,793			7,968
Change in fair value of derivative liability		119			513
Deferred tax (benefit)		(2,922	)		(1,770	)
Changes in assets and liabilities
Accounts receivable		840			738
Inventories		(4,974	)		(6,515	)
Prepaid expenses and other assets		1,205			(272	)
Accounts payable		4,238			(492	)
Accrued expenses		197			612
Other liabilities		399			(313	)
Net cash provided by operating activities		66,000			52,981

Cash flows from investing activities:
Purchase of property and equipment		(3,129	)		(5,697	)
Capitalized software expenditures		(398	)		—
Net cash used in investing activities		(3,527	)		(5,697	)

Cash flows from financing activities:
Proceeds from employee stock purchase plan and exercises of equity awards		221			389
Payments for taxes related to net share settlement of equity awards		(8,482	)		(2,483	)
Payment of tax receivable agreement liability		—			(2,193	)
Payment of term loan		(9,375	)		(5,017	)
Tax distributions to non-controlling members		(26,167	)		(29,008	)
Special distribution to non-controlling members		(15,573	)		—
Dividend to Class A shareholders		(8,922	)		—
Net cash used in financing activities		(68,298	)		(38,312	)

Net (decrease) increase in cash and cash equivalents		(5,825	)		8,972

Cash and cash equivalents, beginning of period		41,216			13,642

Cash and cash equivalents, end of period	$	35,391		$	22,614

Supplementary disclosure of cash flow information:
Cash paid for interest expense	$	12,890		$	13,626
Supplemental disclosure of non-cash financing activities:
Derivative asset - interest rate swap	$	(143	)	$	(373	)

Non-GAAP Adjusted EBITDA Reconciliation

(in thousands)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2024			2023			2024			2023

	(in thousands)
Net income	$	33,597		$	32,710		$	50,670		$	43,447
Add:
Depreciation and amortization		2,380			2,131			4,601			4,171
Interest expense, net (1)		5,648			5,849			11,394			12,345
Income tax expense (benefit)		258			970			(578	)		(293	)
EBITDA	$	41,883		$	41,660		$	66,087		$	59,670
Stock-based compensation expense		5,238			4,393			9,635			8,415
Mark-to-market adjustments, net (2)		(7,710	)		(9,180	)		1,442			4,260
Secondary offering transaction costs		586			—			586			—
Adjusted EBITDA	$	39,997		$	36,873		$	77,750		$	72,345

	(1)	Includes amortization of deferred financing cost for the three and six months ended June 30, 2024 and 2023, respectively.
	(2)	Includes the changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the three and six months ended June 30, 2024 and 2023, respectively.

Non-GAAP Adjusted EPS Reconciliation

(in thousands)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2024			2023			2024			2023

	(in thousands) except per share amounts
Basic and Diluted:
Net Income	$	33,597		$	32,710		$	50,670		$	43,447
Add (less): provision (benefit) for income taxes		258			970			(578	)		(293	)
Income before income taxes		33,855			33,680			50,092			43,154
Income tax expense (1)		(6,982	)		(6,190	)		(13,387	)		(11,771	)
Adjusted net income before adjustments		26,873			27,490			36,705			31,383
(Less) add: mark-to-market adjustments (2)		(7,532	)		(8,985	)		1,323			3,747
Add: Secondary offering transaction costs	$	586			—			586			—
Add: stock-based compensation		5,238			4,393			9,635			8,415
Adjusted net income	$	25,165		$	22,898		$	48,249		$	43,545
Common shares outstanding used in computing net income per share, basic:
Class A and Class B common shares (3)		81,151			78,496			80,838			78,046
Common shares outstanding used in computing net income per share, diluted:
Warrants (Public and Private) (4)		8,094			8,094			8,094			8,094
Equity awards		2,490			3,991			2,600			4,068
Total Shares outstanding used in computing net income per share - diluted		91,735			90,581			91,532			90,208

Adjusted net income per share -basic	$	0.31		$	0.29		$	0.60		$	0.56
Adjusted net income per share -diluted	$	0.27		$	0.25		$	0.53		$	0.48

1) Calculated using the Company's blended tax rate.

2) Includes the changes in fair value of warrant liability and earnout consideration liability.

3) Assumes both Class A shares and Class B shares participate in earnings and are outstanding at the end of the period.

4) Assumes treasury stock method, valuation at assumed fair market value of $18.00.

5) The Company did not include the effect of Exchangeable Notes in its total shares outstanding used in diluted adjusted net income per share.

Exhibit 99.2

Q2 2024 Earnings Presentation August 7, 2024

Disclaimers 2

3 Stock Purchase Agreement Terms & Benefits • All Class B shares converted to Class A • Resolute Holdings purchases 49.3 million out of 51.9 million converted Class A shares at $7.55 per share. Represents an equity investment of $372 million by The David Cote Family • Represents majority control of CompoSecure; Company remains public • Tax Receivable Agreement (TRA) with Class B shareholders amended to exclude right to acceleration for this transaction • David Cote to serve as executive chairman of the board of directors Terms • Removes dual-class share structure — all equity holders will be represented by a single class of common stock • Simplifies tax structure and eliminates the tax distributions to Class B holders • Eliminates a capital markets overhang from large financial investor expected to monetize • Transaction expected to increase Company's annualized free cash flow by more than $20 million • Opportunity to reinvest free cash flow savings to drive growth of the Company and increase shareholder value Benefits to Class A Shareholders

Summary Narrows fiscal 2024 full year guidance; now anticipates Net Sales between $418mm to $428mm and Adjusted EBITDA of $150mm to $157mm. Expanded our partnership with Fiserv to include the marketing and reselling of Arculus Authenticate capabilities; enhances our ability to bring FIDO2 secure authentication to Fiserv’s extensive customer base of financial institutions and fintechs. Net Sales: Q2 ’24 vs. Q2 ‘23 increased 10% to a record $109mm compared to $99mm; Adjusted EBITDA1 : Q2 ‘24 vs. Q2 ‘23 increased 8% to $40mm compared to $37mm. 1 Adjusted EBITDA is a non-GAAP financial measure. For reconciliation of Adjusted EBITDA to the most directly comparable measure prepared in accordance with GAAP, please see the Appendix 5 Amended credit facility: Lower rates, an upsized revolving line of credit, a longer term, and more flexible covenants; provides capacity to continue driving growth along with the ability to retire our exchangeable notes maturing December 2026

New Metal Card Programs 6 American Express White Gold Turkish Airlines Premier Atlas Wells Fargo - Expedia One Key+

Recent Trends across Payment Cards 1 American Express & JP Morgan Chase Earnings Presentations 2American Express Earnings Presentations CompoSecure’s Largest Customers Report Continued Purchase Volume Growth vs. Prior Year Year over Year Purchase Volume Growth1 7 American Express Hit 3.3mm New Cards in Q2 ’24 Behind Robust Investments New Card Acquisitions & Investment 2

Card Issuer and Payment Network Sentiment 1 Q2 ‘24 Earnings Transcripts 2 Q3 ‘24 Earnings Transcript "In fact, we now expect to invest around $6 billion in marketing this year, up about $800 million versus last year, all of it funded from the results of our core business. And we continue to attract large numbers of high-quality premium customers with our superior products, as seen in the consistently strong new account acquisitions and 24 consecutive quarters of double-digit growth in card fee revenue we've delivered. For example, as we execute our strategy of regularly refreshing our products, we focused on embedding additional value in our premium cards to make them highly attractive to customers across generations and geographies. This enables us to add large numbers of new premium card members to our customer base, drive greater engagement with existing customers, and price for the value we add. We are on track to refresh approximately 40 products globally by the end of the year." – Stephen Squeri (Chairman & CEO)1 8 “First, we are integrating Click to Pay and the Visa Payment Passkey Service, enabling a customer to authenticate themselves using biometrics. Already, we have hundreds of issuers enabled for passkeys in Europe and a number of issuers who represent more than 50% of our e-commerce payments volume in Europe piloting the solution. Second, we crossed 10 billion tokens this quarter, a significant milestone. And in 2023 alone, Visa tokens helped generate more than an estimated $40 billion in incremental e-commerce revenue for businesses globally and saved more than $600 million in fraud. Third is the ability to tap for more use cases on a mobile device. With tapping as one of the best in-person commerce experiences, we want to provide Visa users with more ways to tap, including tap to pay, tap to authenticate an identity, tap to add a card, or tap to send money to family or friends. And finally, this quarter, Tap to Pay grew 4 percentage points from last year to 80% of face-to-face transactions globally, excluding the U.S.” – Ryan McInerney (CEO) 2 "Total company marketing expense in the quarter was $1.1 billion, up 20% year over year. Our choices in domestic card are the biggest driver of total company marketing. We continue to see compelling growth opportunities in our domestic card business. Our marketing continues to deliver strong new account growth across the domestic card business. Compared to the second quarter of 2023, domestic card marketing in the quarter included increased marketing to grow originations at the top of the marketplace, higher media spend, and increased investment in differentiated customer experiences like our travel portal, airport lounges, and Capital One Shopping Pulling up, marketing is a key driver of current and future growth and value creation across the company, and we're leaning hard into our marketing investments. We expect total company marketing in the second half of 2024 to be meaningfully higher than the first half, similar to the pattern we saw last year.” – Richard Fairbank (Chairman & CEO) 1

Arculus Capabilities Enabled Arculus Web3 payment capabilities using digital assets for everyday purchases at point of sale 9 Arculus Authenticate Arculus Cold Storage Hardware-bound PassKey authenticator • Secure login on any iPhone, Android phone, or platform enabled with FIDO2 technology • New device authentication (on-boarding new phone) • Customer support authentication to call center • Step-up authentication for high-risk transactions • Secure account and prevent hackers from gaining access to banking or social media app • White-labeled or co-branded solution sold through businesses for usage by their customer base • Generate, store, and secure keys for digital assets such as Bitcoin, Ethereum, Cardano, Solano, and many more • White-labeled or co-branded solution sold through businesses for usage by their customer base • Direct to consumer Capability Use Cases Example Distribution Channels Crypto and NFT hardware cold storage wallet • Advanced three-factor authentication (biometric, PIN, and tapping card) • Securely store, send, and receive digital assets via user-friendly mobile application • Secure element with NFC connectivity (no battery or charging required)

Financial Overview

Q2 2024 Results $40.0mm Q2 ‘24 Q2 YTD ‘22 Net Sales $108.6mm 36.8% $33.6mm 51.6% $98.5mm $32.7mm 54.7% $36.9mm 37.4% 10% Up $10.0mm, or 10% from Q2 '23. Primarily due to domestic up $7.2mm and international up $2.8mm 3% (309.6 bps) 8% (58.3bps) Net Income Gross Margin Adjusted EBITDA1 Adjusted EBITDA Margin1 Q2 ‘23 Change Commentary 1 Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial metrics. For a reconciliation of Adjusted EBITDA to the most-comparable GAAP metric, please see the Appendix to this presentation The decline was mainly due to product mix, specifically the ramp-up of new card construction and inflationary pressure on wages Includes $1.5mm negative impact when comparing Q2 ‘24 vs. Q2 ‘23 from re-valuation of warrant, earnout consideration, & derivatives liability driven by change in stock price Excludes net change from re-valuation of earnout & warrants Includes net investment in Arculus investment in Q2 ’24 ($2.3mm) vs. Q2 ’23 ($4.2mm) 11 0.5474336

YTD June 2024 Results $77.8mm YTD Jun ‘24 Q2 YTD ‘22 Net Sales $212.6mm 36.6% $50.7mm 52.4% $193.8mm $43.4mm 55.3% $72.3mm 37.3% 10% Up $18.7mm, or 10% from YTD '23. Primarily due to domestic up $26.3mm offset by international down $7.6mm 17% (299.9bps) 7% (74.6 bps) Net Income Gross Margin Adjusted EBITDA1 Adjusted EBITDA Margin1 YTD Jun ‘23 Change Commentary 1 Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial metrics. For a reconciliation of Adjusted EBITDA to the most-comparable GAAP metric, please see the Appendix to this presentation The decline was mainly due to product mix, specifically the ramp-up of new card construction and inflationary pressure on wages Includes $2.8mm positive benefit when comparing YTD June ‘24 vs. YTD June ‘23 from re-valuation of warrant, earnout consideration, & derivatives liability driven by change in stock price Excludes net change from re-valuation of earnout & warrants Includes net investment in Arculus investment in YTD Jun ’24 ($4.0mm) vs. YTD Jun ’23 ($8.7mm) 12

Net Sales Trend International mix for year to date June '24 was over 16% of total net sales In millions International Domestic 14% 86% 13% 87% 11% 89% 13 79% International - YTD Q2 '24 $34.6mm (16.3% of Total) (18)% vs. YTD Q2 '23 Domestic - YTD Q2 '24 $178.0mm (83.7% of Total) 17.4% vs. YTD Q2 '23 22% 78% 21% 0.22916

Balance Sheet & Credit Facility (Unaudited) Source: Company financials Note: Financial position has been derived from CompoSecure’s consolidated financial statements for the periods ended June 30, 2024 and December 31, 2023, respectively 14 in millions Q2 2024 Q4 2023 Assets Current Assets Cash and cash equivalents $ 35.4 $ 41.2 Accounts receivable, net 39.6 40.5 Inventories 57.5 52.5 Prepaid expenses and other current assets 3.9 5.1 Total current assets $ 136.4 $ 139.3 Property and equipment, net 23.7 25.2 Deferred tax asset 41.1 23.7 Other assets 12.1 12.8 Total Assets $ 213.3 $ 201.0 Liabilities and Members' Equity Current Liabilities Accounts payable $ 9.4 $ 5.2 Accrued expenses 12.2 12.0 Other current liabilities 13.9 13.4 Current portion of long-term debt 13.4 10.3 Total current liabilities $ 48.9 $ 40.9 Long term debt, net of deferred finance costs 186.2 198.3 Convertible Debt, net of debt discount 128.1 127.8 Other liabilities 59.2 39.7 Total Liabilities $ 422.4 $ 406.8 Members' Equity (209.1) (205.8) Total Liabilities and Members' equity $ 213.3 $ 201.0 Amended Credit Facility Summary Majority of lender participants in existing facility to continue • Led by JP Morgan Chase with Bank of America and TD Bank as joint book runners Key benefits include: • Lower rates • Longer Term (5 years) • Upsized revolving line of credit • More flexible covenants

Statement of Cash Flows (Unaudited) Source: Company financials Note: Cash flows have been derived from CompoSecure’s consolidated financial statements for the six months ended June 30, 2024 and 2023 respectively 15 in millions Six months ended June 30, 2024 Six months ended June 30, 2023 Cash flows from operating activity: Net income $ 50.7 $ 43.4 Depreciation 4.6 4.2 Equity-based compensation expense 9.6 8.4 Amortization of deferred finance costs 0.7 0.7 Change in fair value of earnout, warrant and derivative 1.4 4.3 Deferred tax (benefit) (2.9) (1.8) Changes in assets and liabilities 1.9 (6.2) Net cash provided by operating activity $ 66.0 $ 53.0 Cash flows from investing activity: Acquisition of of property and equipment (3.1) (5.7) Capitalized software expenditures (0.4) — Net cash used in investing activity $ (3.5) $ (5.7) Cash flows from financing activity Proceeds from employee stock purchase plan and exercises of equity awards 0.2 0.4 Payments for taxes related to net share settlement of equity awards (8.5) (2.5) Payment of tax receivable agreement liability — (2.2) Payment of term loan (9.4) (5.0) Tax distributions to non-controlling members (26.2) (29.0) Special distribution to non-controlling members (15.6) — Dividend to Class A shareholders (8.9) — Net cash used in financing activity $ (68.4) $ (38.3) Net (decrease) increase in cash and cash equivalents $ (5.8) $ 9.0 Cash and cash equivalents, beginning of period $ 41.2 $ 13.6 Cash and cash equivalents, end of period $ 35.4 $ 22.6 Supplementary disclosure of cash flow information: Cash paid during the year for interest expense 12.9 13.6 Non-cash, derivative asset - interest rate swap (0.1) (0.4)

Q2 Earnings per Share: GAAP 25.4mm3 Basic Q2 YTD ‘22 GAAP Net Income $33.6mm $0.44 $11.1mm1 Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 $33.6mm $30.5mm2 96.6mm4 $0.32 $32.7mm $32.7mm $5.7mm $10.1mm 18.5mm 35.5mm $0.31 $0.29 Net Income used in EPS Total Shares used in EPS Earnings per Share Diluted Basic Diluted 16 Source: Company Financials 1 36.5% of net income of $35.4mm of operating entities plus 100% of C-Corp net loss of $1.8mm. 2 36.5% of net income of $35.4mm of operating entities plus 100% of C-Corp net loss of $1.8mm. plus exchangeable notes, equity awards and Class B shares of $19.4mm 3 Weighted-average outstanding Class A Shares. 4 Outstanding Class A Shares 25.4mm plus equity awards 2.5m, exchangeable notes 13.0mm and Class B units of 55.7mm

Q2 Adjusted Earnings per Share 81.2mm3 Basic Q2 YTD ‘22 GAAP Net Income $33.6mm $0.31 $25.2mm1 Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 $33.6mm $25.2mm1 91.7mm4 $0.27 $32.7mm $32.7mm $22.9mm2 $22.9mm2 78.5mm3 90.6mm5 $0.29 $0.25 Adjusted Net Income Total Shares used in EPS Adjusted EPS6 Diluted Basic Diluted 17 Source: Company Financials 1 GAAP Net Income of $33.6mm less additional tax provision of $6.7mm less $1.7mm comprised of fair value/mark-to-market changes for warrants and earnouts, equity awards adjustment and secondary offer transaction costs. 2 GAAP Net Income of $32.7mm less additional tax provision of $5.2mm less $4.6mm comprised of fair value/mark-to-market changes for warrants and earnouts and equity awards adjustment. 3 Weighted average outstanding Class A plus Class B Shares. 4 Outstanding Class A plus Class B Shares plus 8.1mm public warrants (converted using treasury stock method) and 2.5mm equity awards. 5 Outstanding Class A plus Class B Shares plus 8.1mm public warrants (converted using treasury stock method) and 4.0mm equity awards 6 Adjusted Net Income and Adjusted EPS are non-GAAP financial measures. For reconciliation of these non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP, please see the Appendix.

YTD Earnings per Share: GAAP 23.0mm3 Basic Q2 YTD ‘22 GAAP Net Income $50.7mm $0.74 $17.0mm1 Six months ended June 30, 2024 Six months ended June 30, 2023 $50.7mm $46.9mm2 96.4mm4 $0.49 $43.4mm $43.4mm $8.1mm $14.2mm 18.1mm 35.2mm $0.45 $0.41 Net Income used in EPS Total Shares used in EPS Earnings per Share Diluted Basic Diluted 18 Source: Company Financials 1 36.5% of net income of $53.0mm of operating entities plus 100% of C-Corp net loss of $2.3mm. 2 36.5% of net income of $53.0mm of operating entities plus 100% of C-Corp net loss of $2.3mm. plus exchangeable notes, equity awards and Class B shares of $29.9mm 3 Weighted-average outstanding Class A Shares. 4 Weighted-average outstanding Class A Shares 23.0mm plus equity awards 2.6m, exchangeable notes 13.0mm and Class B units of 57.8mm

YTD Adjusted Earnings per Share 80.8mm3 Basic Q2 YTD ‘22 GAAP Net Income $50.7mm $0.60 $48.2mm1 Six months ended June 30, 2024 Six months ended June 30, 2023 $50.7mm $48.2mm1 91.5mm4 $0.53 $43.4mm $43.4mm $43.5mm2 $43.5mm2 78.0mm3 90.2mm5 $0.56 $0.48 Adjusted Net Income Total Shares used in EPS Adjusted EPS6 Diluted Basic Diluted 19 Source: Company Financials 1 GAAP Net income of $50.7mm less additional tax provision of $14.0mm plus $11.5mm comprised of fair value/mark-to-market changes for warrants and earnouts, equity awards adjustment and secondary offer transaction costs. 2 GAAP Net Income of $43.4mm less additional tax provision of $12.1mm less $12.2mm comprised of fair value/mark-to-market changes for warrants and earnouts and equity awards adjustment. 3 Outstanding Class A plus Class B Shares. 4 Outstanding Class A plus Class B Shares plus 8.1mm public warrants (converted using treasury stock method) and 2.6mm equity awards. 5 Outstanding Class A plus Class B Shares plus 8.1mm public warrants (converted using treasury stock method) and 4.1mm equity awards 6 Adjusted Net Income and Adjusted EPS are non-GAAP financial measures. For reconciliation of these non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP, please see the Appendix.

2024 Guidance Narrows full year Net Sales and Adjusted EBITDA guidance Net Sales Adjusted EBITDA1 2023A $391mm $145mm 1 Adjusted EBITDA is a non-GAAP financial metric. For a reconciliation of Adjusted EBITDA to the most-comparable GAAP metric, please see the Appendix to this presentation $418mm - $428mm $150mm - $157mm 2024F B/(W) vs. ‘23 +7% / +10%% B/(W) vs. ’23 +3% / +8% 20

2024 Company Objectives Grow and diversify metal payment cards while delivering exceptional quality to our customers Innovate across products, processes and platforms to differentiate from competition and continue emphasis on environmental impact Drive Arculus Authenticate and Cold Storage by demonstrating to our customers the value proposition of both hardware and software solutions Maintain margins through improved quality, production efficiency, sourcing optimization, and automation Grow Metal Payment Cards 21 Innovate Across Functions Demonstrate Arculus Success Enhance Efficiency 1 2 3 4 Continue to evolve as a world-class organization, innovator, and employer of choice to deliver unparalleled customer and shareholder value Focus On Our People 5

Investor Relations Contact ir.composecure.com Sean Mansouri 720-330-2829 ir@composecure.com 22 22

Appendix

CompoSecure, Inc. (Nasdaq: CMPO) Summary Equity Capitalization Table (with net exercise model) As of June 30, 2024 Holders # of Shares Issued & Outstanding # of Shares Issued & Outstanding Public Shareholders: Class A 29.8mm 29.8mm Historic CompoSecure Owners: Class B 51.9mm 51.9mm Subtotal 81.7mm 81.7mm Holders # of Shares Reserved for Immediately Exercisable In-The-Money Options # of Shares Reserved for Immediately Exercisable In-The-Money Options (assuming net exercise) 1 Merger Rollover Options 1.5mm 0.8mm Subtotal 83.2mm 82.5mm Convertible Instruments # of Shares Reserved for Conversion # of Shares Reserved for Conversion (assuming net exercise) Public Warrants2 22.4mm 8.1mm Exchangeable Notes3 11.8mm 11.8mm Grand Total 117.4mm 102.4mm Notes: The table above excludes shares which may be issued in the future for contingent “earnout”, equity incentive plan, employee stock purchase plan, and 401K plan 1 Assumes exercise net of strike price, valuation at assumed FMV of $10.00 2 Assumes treasury stock method, $11.50 strike price, & valuation at assumed FMV of $18.00 3 Assumes $10.98 strike price with redemption (at company’s discretion) after three years if FMV exceeds $14.27 24

Statement of Operations (Unaudited) 25 Source: Company financials Note: Operating results have been derived from CompoSecure’s consolidated financial statements for the three and six months ended June 30, 2024 and 2023. Note: Totals may not sum due to rounding 1 Includes other income (expense) and income tax (expense) benefit as presented in the interim financial statements in millions Q2 2024 Q2 2023 YTD 2024 YTD 2023 Revenue Net Sales $ 108.6 $ 98.5 $ 212.6 $ 193.8 Cost of sales 52.5 44.6 101.3 86.6 Gross Profit $ 56.1 $ 53.9 $ 111.3 $ 107.2 Operating Expenses Selling, general and administrative 24.3 23.6 48.4 47.5 Income from operations $ 31.8 $ 30.3 $ 62.9 $ 59.7 Other income (expense) Other income (expense), net1 1.8 2.4 (12.3) (16.3) Net Income $ 33.6 $ 32.7 $ 50.6 $ 43.4

Non-GAAP Adjusted EBITDA Reconciliation (Unaudited) 26 in millions Q2 2024 Q2 2023 YTD 2024 YTD 2023 Net Income $ 33.6 $ 32.7 $ 50.7 $ 43.4 Interest expense 5.6 5.8 11.4 12.3 Depreciation and amortization 2.4 2.1 4.6 4.2 Income tax expense (benefit) 0.3 1.0 (0.6) (0.3) Unadjusted EBITDA $ 41.9 $ 41.6 $ 66.1 $ 59.6 Non- Cash Stock Comp Expense1 5.2 4.4 9.6 8.4 Mark-to-market adjustments2 (7.7) (9.2) 1.4 4.3 Secondary offering transaction costs 0.6 — 0.6 — Total EBITDA Adjustments $ (1.9) $ (4.8) $ 11.6 $ 12.7 Adjusted EBITDA $ 40.0 $ 36.8 $ 77.7 $ 72.3 Adjusted EBITDA% 36.8 % 37.4 % 36.6 % 37.3 % Source: Company financials 1 Equity based expenses related to the equity incentive plan 2 Non-cash mark-to-market adjustments representing changes in fair value of liabilities for warrants, earnouts and derivatives assets.

Non-GAAP EPS Reconciliation (Unaudited) 27 Source: Company financials 1 Assumes treasury stock method, valuation at assumed FMV of $18.00 2 Includes options, RSUs, and ESPP shares Three months ended June 30, 2024 Three months ended June 30, 2023 in millions BASIC DILUTED BASIC DILUTED GAAP Net Income $ 33.6 $ 33.6 $ 32.7 $ 32.7 Adjust for tax (benefit) expense 0.3 0.3 1.0 1.0 Tax Provision (7.0) (7.0) (6.2) (6.2) Tax Adjusted Net Income $ 26.9 $ 26.9 $ 27.5 $ 27.5 Stock Based Compensation and Fair Value Adjustment (1.7) (1.7) (4.6) (4.6) Adjusted Net Income $ 25.2 $ 25.2 $ 22.9 $ 22.9 Class A + Class B Shares 81.2 81.2 78.5 78.5 Public Warrants1 — 8.1 — 8.1 Equity Awards2 — 2.5 — 4.0 Total Shares 81.2 91.8 78.5 90.6 EPS $ 0.31 $ 0.27 $ 0.29 $ 0.25

Non-GAAP EPS Reconciliation (Unaudited) 28 Source: Company financials 1 Assumes treasury stock method, valuation at assumed FMV of $18.00 2 Includes options, RSUs, and ESPP shares Six months ended June 30, 2024 Six months ended June 30, 2023 in millions BASIC DILUTED BASIC DILUTED GAAP Net Income $ 50.7 $ 50.7 $ 43.4 $ 43.4 Adjust for tax (benefit) expense (0.6) (0.6) (0.3) (0.3) Tax Provision (13.4) (13.4) (11.8) (11.8) Tax Adjusted Net Income $ 36.7 $ 36.7 $ 31.3 $ 31.3 Stock Based Compensation and Fair Value Adjustment 11.5 11.5 12.2 12.2 Adjusted Net Income $ 48.2 $ 48.2 $ 43.5 $ 43.5 Class A + Class B Shares 80.8 80.8 78.0 78.0 Public Warrants1 — 8.1 — 8.1 Equity Awards2 — 2.6 — 4.1 Total Shares 80.8 91.5 78.0 90.2 EPS $ 0.60 $ 0.53 $ 0.56 $ 0.48

Exhibit 99.3

Resolute Holdings to Acquire Majority Interest in CompoSecure with $372 million Personal Investment via David Cote Family

August 7, 2024

David Cote to Become Executive Chairman

Transaction Unlocks Value with Simplification of Corporate Structure

CompoSecure to Become the First Investment of Resolute Holdings

New York, NY and Somerset, NJ, August 7, 2024 –Resolute Holdings I, LP and its affiliated vehicles (“Resolute”), an investment firm under the leadership of David Cote and Tom Knott, and CompoSecure, Inc. (Nasdaq: CMPO) (“CompoSecure” or the “Company”), a leader in metal payment cards, security, and authentication solutions, today announced that certain shareholders of CompoSecure have entered into Stock Purchase Agreements (collectively, the “SPA”) with Resolute, pursuant to which Resolute will acquire a majority interest in CompoSecure and eliminate its dual-class structure.

The David Cote Family is investing $372 million through Resolute and Dave Cote will become the executive chairman of the board of directors of CompoSecure upon closing of the transaction. Resolute will become the majority shareholder of the Company and will focus on deploying operational and M&A best practices to drive long-term value creation for all shareholders. Importantly, the transaction will remove the dual-share structure, delivering higher retained annual cash flow and better alignment of all shareholders with the elimination of the tax distributions related to the Class B units.

David Cote said, “CompoSecure meets all the criteria I look for when making an investment and I am thrilled that Resolute will become the Company’s majority shareholder. CompoSecure has a high-quality management team led by CEO Jon Wilk, a leading market position in its industry, attractive long-term growth prospects, technological differentiation, and robust free cash flow generation. Tom and I see significant opportunity to continue growing CompoSecure while also diversifying the business and customer base through incremental M&A. In our view, it is the perfect first investment for Resolute and we are excited to get started creating additional shareholder value.”

CompoSecure CEO, Jon Wilk said, “I am very pleased to announce this strategic transaction that will simplify our corporate structure and continue to unlock shareholder value. I am also thrilled to have David Cote serve as executive chairman of the board of directors. David’s career and track record is unparalleled, setting the standard for how organizations can simultaneously drive both short and long-term performance to realize their full potential. We believe his experience steering global organizations, such as Honeywell and Vertiv, will be invaluable to CompoSecure as we enter a new phase of growth and value creation for shareholders, employees, and customers.”

Mitchell Hollin, Partner at LLR Partners, a long-term CompoSecure Class B stockholder, added, “LLR is grateful to have been part of CompoSecure’s growth since our investment in the company in 2015. Michele Logan, Jon and the rest of the CompoSecure team have built a market leader that I believe is well positioned for the long-term. We look forward to seeing CompoSecure’s continued success in partnership with David, Tom and Resolute.”

The Stock Purchase Agreements

Under the terms of the SPA, the selling shareholders will exchange the entirety of their Class B units and associated Class B shares for Class A shares, eliminating the current dual-share class structure. Resolute will subsequently purchase 49.3 million of the corresponding Class A shares to acquire majority control of the Company. As a result of the transaction, The David Cote Family is expected to have voting control of approximately 60% of total shares outstanding as of the closing date.

The Company’s current management team, including Jon Wilk, CompoSecure’s chief executive officer, are expected to continue in their current roles at the Company, while the board of directors will include the appointment of Dave Cote, Tom Knott and other representatives from Resolute to replace Mitchell Hollin, of LLR Partners, and Michele Logan, co-founder of CompoSecure, who will depart from the board of directors upon closing of the transaction. Upon closing of the transaction, the size of the board will be expanded to eleven members, and a majority of the Board will be independent directors.

Goldman Sachs & Co. LLC is serving as financial advisor to Resolute, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor.

A special committee of CompoSecure’s Board of Directors, which is comprised solely of independent directors and was formed in connection with the transaction (the “Special Committee”), after receiving advice from an independent legal counsel and financial advisor, unanimously approved the proposed transactions to which CompoSecure is a party. The Special Committee was advised by Potter Anderson & Corroon LLP (Wilmington, DE) and retained Houlihan Lokey, Inc..

The transaction is expected to close by September 30, 2024, subject to customary closing conditions and regulatory approvals, including Hart-Scott-Rodino clearance.

About Resolute Holdings

Resolute Holdings is an investment firm, controlled by Dave Cote, former CEO of Honeywell International, Inc. (“Honeywell”) and current Executive Chairman of Vertiv Holdings Co (“Vertiv”), and Tom Knott, former Head of Permanent Capital Strategies at The Goldman Sachs Group, Inc. (“Goldman Sachs”). Mr. Cote and Mr. Knott formed Resolute Holdings to invest in businesses that can benefit from the systematic deployment of the operating system Mr. Cote has developed over his career.

Mr. Cote completed approximately 170 M&A transactions during his tenure as CEO of Honeywell and as current Executive Chairman at Vertiv. Mr. Cote brings over 40 years of operating experience across a wide range of industrial sectors with a proven track record of delivering outsized shareholder value through disciplined portfolio management and accretive M&A.

Mr. Knott was formerly the Head of Permanent Capital Strategies in the Asset Management Division of Goldman Sachs and was also CEO of GS Acquisition Holdings Corp and GS Acquisition Holdings Corp II, respectively bringing public both Vertiv and Mirion Technologies, Inc. Mr. Knott brings over 14 years of investing experience across a wide range of sectors.

About CompoSecure

Founded in 2000, CompoSecure is a technology partner to market leaders, fintech’s and consumers enabling trust for millions of people around the globe. The company combines elegance, simplicity and security to deliver exceptional experiences and peace of mind in the physical and digital world. CompoSecure’s innovative payment card technology and metal cards with Arculus security and authentication capabilities deliver unique, premium branded experiences, enable people to access and use their financial and digital assets, and ensure trust at the point of a transaction. For more information, please visit www.CompoSecure.com and www.GetArculus.com.

Contacts

For Resolute Holdings

Tom Knott

info@resoluteholdings.com

For CompoSecure

Anthony Piniella
Head of Communications
(917) 208-7724

apiniella@composecure.com

Sean Mansouri, CFA
Elevate IR
(720) 330-2829

CMPO@elevate-ir.com

Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management or Resolute Holdings, as appliable. Although CompoSecure and Resolute Holdings, as applicable, believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, CompoSecure, Resolute Holdings and their affiliates cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning CompoSecure’s or Resolute Holdings’ possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. In some instances, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect CompoSecure’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in these forward-looking statements: the ability to consummate the transactions contemplated by the SPA; the ability of CompoSecure to diversify its business and customer base; the ability of CompoSecure to create value for its shareholders and generate robust free cash flow; the ability of CompoSecure to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees; the possibility that CompoSecure may be adversely impacted by other global economic, business, competitive and/or other factors; the outcome of any legal proceedings that may be instituted against CompoSecure, Resolute Holdings or others; future exchange and interest rates; and other risks and uncertainties, including those under “Risk Factors” in filings that have been made or will be made with the Securities and Exchange Commission. CompoSecure and Resolute Holdings undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Cover	Aug. 07, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 07, 2024
Entity File Number	001-39687
Entity Registrant Name	CompoSecure, Inc.
Entity Central Index Key	0001823144
Entity Tax Identification Number	85-2749902
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	309 Pierce Street
Entity Address, City or Town	Somerset
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08873
City Area Code	908
Local Phone Number	518-0500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	CMPO
Security Exchange Name	NASDAQ
Redeemable Warrant Seach Whole Warrant Exercisable For One Share Of Class A Common Stock [Member]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock
Trading Symbol	CMPOW
Security Exchange Name	NASDAQ