COMPOSECURE INC SEC Filings

CompoSecure (CMPO) is asking stockholders to approve the issuance of new Class A shares to complete its combination with Husky Technologies. The deal consideration totals $3.953 billion in cash and 55,297,297 shares of CompoSecure Common Stock, with customary post‑closing adjustments. Concurrently, CompoSecure agreed to a private placement of 106,057,000 shares at $18.50 per share, raising about $1.96 billion.

Based on current estimates, post‑closing ownership would be: existing CompoSecure holders 45% (including Tungsten affiliates at 18%), the Sellers 19%, and PIPE investors 36%. Because the issuances exceed NYSE’s 20% threshold, stockholder approval is required. The proposal passes with a majority of votes cast, assuming a quorum.

Financing includes expected PIPE proceeds plus debt commitments of $725 million first‑lien and $350 million incremental term loans. Closing conditions include HSR clearance, NYSE listing of new shares, and other customary terms. The Board determined the transaction is fair and recommends voting FOR the stock issuance.

CompoSecure (CMPO) reported an initial statement of beneficial ownership for its Chief Financial Officer. The filing lists 61,820 shares of Class A Common Stock underlying restricted stock units, vesting in three equal installments on October 27, 2028, October 27, 2030, and October 27, 2032. It also reports stock options to purchase 48,023 shares of Class A Common Stock at an exercise price of $20.22, expiring on 10/27/2035, vesting 25% on October 27, 2026 and on the first, second, and third anniversaries thereafter. All holdings are reported as direct ownership.

CompoSecure (CMPO) — Schedule 13D/A Amendment No. 6: Reporting persons affirm their existing stakes and disclose agreements tied to the issuer’s proposed Combination with Husky Technologies Limited. Resolute Compo Holdings reports 49,290,409 shares of Class A Common Stock, representing 39.4% based on 125,195,366 shares outstanding as of October 30, 2025.

Tungsten 2024 LLC and Thomas R. Knott each report beneficial ownership of 49,937,302 shares (39.9%). John D. Cote reports 51,437,302 shares (41.1%), including 1,500,000 shares held by Ridge Valley LLC. The amendment states no change in the number of shares owned; it reflects entry into agreements related to the announced Transaction Agreements.

On November 2, 2025, the parties entered into a Share Purchase Agreement for the proposed Combination with Husky and concurrent private placements. A Voting Agreement commits the Voting Stockholders to vote all of their shares in favor of the Stock Issuance required for the Transactions, and Resolute Compo Holdings agreed to a 365‑day lock‑up following closing, subject to customary exceptions.

CompoSecure entered a definitive agreement to combine with Husky Technologies for approximately $3.953 billion in cash and 55,297,297 shares of Class A common stock, subject to customary adjustments and closing conditions. After closing, Husky will become an indirect wholly owned subsidiary.

To support the transaction, CompoSecure agreed to a concurrent private placement of common stock at $18.50 per share for an aggregate purchase price of about $1.96 billion, conditioned on the deal closing. Completion requires stockholder approval of the stock issuance, regulatory clearances, NYSE listing of the new shares, and other customary conditions. A Voting Agreement commits holders representing 41.3% of outstanding shares as of September 10, 2025 to vote in favor of the stock issuance.

Post‑closing governance will include Platinum Equity’s board nomination rights tied to ownership thresholds and lock‑up provisions for certain holders.

CompoSecure (CMPO) filed its Q3 2025 10‑Q, reflecting a structural shift to equity method accounting after the February 28, 2025 spin‑off of Resolute Holdings. The company reported a Q3 net loss of $174.7 million, largely from non‑cash fair‑value changes, including $117.3 million from the warrant liability and $57.6 million from earnout revaluation. These were partly offset by $39.6 million of earnings from its equity method investment in Holdings.

Liquidity improved: cash was $127.4 million at September 30, 2025, up from $77.5 million at year‑end. Stockholders’ equity turned positive to $152.5 million from a deficit. Warrant exercises brought in $154.4 million of cash during the nine months; the company also repurchased 647,782 shares for $12.2 million. The warrant liability declined to $41.4 million (from $104.2 million). A deferred tax asset stood at $289.2 million, while tax receivable agreement liabilities totaled $269.2 million (current and long‑term).

Shares outstanding were 124,961,235 as of September 30, 2025, and approximately 125,195,366 as of October 30, 2025.

CompoSecure, Inc. (CMPO) announced it has called for redemption of all issued and outstanding Public Warrants trading as CMPOW under its Warrant Agreement. The redemption date is December 3, 2025.

Warrant holders may exercise their warrants only on a cashless basis at any time before 5:00 p.m. New York City time on December 3, 2025. Any warrants not exercised by the deadline will be canceled, and holders of those unexercised warrants will receive $0.01 per warrant and will no longer have the right to purchase Class A common stock.

The company attached a Notice of Redemption as Exhibit 99.1 providing procedures for cashless exercise.

CompoSecure, Inc. announced a definitive agreement to acquire Husky Technologies Limited for approximately $4.976 billion, payable in cash and shares of Class A common stock. In connection with the deal, CompoSecure agreed to sell approximately 106 million shares in a private placement at $18.50 per share, for aggregate proceeds of about $1.96 billion. The private placements are conditioned on the substantially concurrent closing of the business combination.

Upon closing, Husky will become a wholly owned subsidiary of CompoSecure Holdings, and Resolute Holdings Management, Inc. will enter into a management agreement with Husky on substantially the same terms as its existing agreement with CompoSecure Holdings, L.L.C. The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions, including regulatory approval. CompoSecure plans to file a proxy statement to seek stockholder approval for the issuance of shares in connection with the transactions.

CompoSecure, Inc. (CMPO) furnished an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025, accompanied by an investor presentation. The materials are included as Exhibits 99.1 (press release) and 99.2 (presentation), each dated October 31, 2025.

The disclosures were provided under Items 2.02 and 7.01 and are expressly deemed furnished, not filed, under the Exchange Act. CompoSecure’s Class A common stock trades on the NYSE under CMPO, and its redeemable warrants trade on Nasdaq under CMPOW.