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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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CompoSecure, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
20459V105 (CUSIP Number) |
09/30/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 20459V105 |
| 1 | Names of Reporting Persons
Steamboat Capital Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,037,227.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO, HC |
SCHEDULE 13G
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| CUSIP No. | 20459V105 |
| 1 | Names of Reporting Persons
Kiai Parsa | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,037,227.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CompoSecure, Inc. | |
| (b) | Address of issuer's principal executive offices:
309 PIERCE STREET, SOMERSET, NEW JERSEY, 08873. | |
| Item 2. | ||
| (a) | Name of person filing:
Steamboat Capital Partners, LLC
Parsa Kiai | |
| (b) | Address or principal business office or, if none, residence:
Steamboat Capital Partners, LLC
24 Maple Avenue
Rye, NY 10580
Parsa Kiai
c/o Steamboat Capital Partners, LLC
24 Maple Avenue
Rye, NY 10580 | |
| (c) | Citizenship:
Steamboat Capital Partners, LLC - Delaware
Parsa Kiai - United States | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
20459V105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Steamboat Capital Partners, LLC is an investment adviser that is registered under the Investment Advisers Act of 1940. Steamboat Capital Partners, LLC, which serves as the investment manager to four private funds ("Funds") and as a sub-adviser to three private funds ("Other Funds"), which hold securities for the benefit of their investors, and Mr. Parsa Kiai, as Managing Member of Steamboat Capital Partners, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds and by the Other Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that any of the Funds are the beneficial owner of any of the securities reported herein.
Steamboat Capital Partners, LLC - 2,037,227
Parsa Kiai - 2,037,227 | |
| (b) | Percent of class:
This amount comprises beneficial ownership of 2,037,227 shares of Class A Common Stock which consists of (i) 1,720,050 shares of Class A Common Stock and (ii) 317,177 shares issuable upon exercise of warrants (the "Warrants") held by Steamboat Capital Partners, LLC. All such shares of Class A Common Stock in the aggregate represent beneficial ownership of approximately 2.5% of the Class A Common Stock based on (i) 82,542,223 shares of Class A Common Stock outstanding as of September 18, 2024 as represented in the Prospectus filed by the Issuer with the Securities and Exchange Commission ("SEC") on September 20, 2024, plus (ii) 317,177 shares of Class A Common Stock issuable upon exercise of the Warrants.
Steamboat Capital Partners, LLC - 2.5%
Parsa Kiai - 2.5 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Steamboat Capital Partners, LLC - 0
Parsa Kiai - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Steamboat Capital Partners, LLC - 2,037,227
Parsa Kiai - 2,037,227 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Steamboat Capital Partners, LLC - 0
Parsa Kiai - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Steamboat Capital Partners, LLC - 2,037,227
Parsa Kiai - 2,037,227 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Notes above. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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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