Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
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) |
11/02/2025 (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)
39.4 % | ||||||||
| 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 125,195,366 shares of Class A Common Stock that were outstanding as of October 30, 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)
39.9 % | ||||||||
| 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 125,195,366 shares of Class A Common Stock that were outstanding as of October 30, 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)
39.9 % | ||||||||
| 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 125,195,366shares of Class A Common Stock that were outstanding as of October 30, 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)
41.1 % | ||||||||
| 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 125,195,366shares of Class A Common Stock that were outstanding as of October 30, 2025.
SCHEDULE 13D
|
| 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. 6 to Schedule 13D (this "Amendment No. 6") 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 those certain Amendment No. 1 filed on November 29, 2024, Amendment No. 2 filed on February 14, 2025, and Amendment No. 3 filed on August 22, 2025, Amendment No. 4 filed on August 27, 2025, Amendment No. 5 filed on September 10, 2025 and this Amendment No. 6, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. This Amendment No. 6 is being filed to amend the Schedule 13D not to report any change in the number of shares of Class A Common Stock owned by any Reporting Person and solely to report the entry by certain Reporting Persons into certain agreements in connection with the announcement by the Issuer of the execution of the Transaction Agreements governing the Issuer's proposed Combination with Husky (each as defined below). | ||
| 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 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as set forth in Item 6 of this Amendment No. 6, which is incorporated herein by reference. | ||
| 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) | None. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
On November 2, 2025, the Issuer and certain of its subsidiaries entered into a Share Purchase Agreement (the "Transaction Agreement") with Husky Technologies Limited ("Husky"), Platinum Equity Advisors, LLC ("Platinum Equity"), certain entities affiliated with Platinum Equity and certain members of Husky management. Under the terms of the Transaction Agreement, the Issuer will combine with Husky (the "Combination"). Concurrently with the execution of the Transaction Agreement, the Issuer entered into purchase agreements with certain investors named therein, pursuant to which the Company agreed to issue and sell to such investors shares of Class A Common Stock (the "Private Placements," and together with the Combination, the "Transactions"). The closing of the Transactions is subject to satisfaction or waiver of certain closing conditions, including the approval of a majority of the votes cast by holders of Class A Common Stock of the issuance of the shares of Class A Common Stock in the Transactions (the "Stock Issuance"). In connection with the Transaction Agreement, the Issuer entered into a Voting Agreement (the "Voting Agreement") with entities affiliated with Platinum Equity, Resolute Compo Holdings, Tungsten and Ridge Valley LLC (collectively, the "Voting Stockholders"), pursuant to which the Voting Stockholders have agreed, among other things, to vote all of their shares of Class A Common Stock in favor of the Company Stock Issuance. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of the Voting Agreement, which is attached hereto as Exhibit 10, and is incorporated by reference herein. Additionally, concurrently with the execution of the Transaction Agreement, Resolute Compo Holdings entered into a Lock-Up Agreement with the Issuer pursuant to which Resolute Compo Holdings and its affiliates, including the Reporting Persons, will be subject to a lock-up period of 365 days following the closing date of the Combination, subject to customary exceptions. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 10: Voting Agreement, dated as of November 2, 2025, by and among certain entities affiliated with Platinum Equity, Resolute Compo Holdings LLC, Tungsten 2024 LLC, Ridge Valley LLC and CompoSecure, Inc. (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on November 4, 2025). | ||
| 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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