UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On February 28, 2025 (the “Distribution Date”) at 12:01 a.m. New York City time, CompoSecure, Inc. (the “Company” or “CompoSecure”) completed the previously announced separation (the “Spin-Off”) of Resolute Holdings Management, Inc. (“Resolute Holdings”) from the Company.
The Spin-Off of Resolute Holdings from the Company was achieved through the pro rata distribution of all outstanding shares of common stock of Resolute Holdings, par value $0.0001 per share (the “Resolute Holdings common stock”), to holders of record of the Company’s Class A common stock, par value $0.0001 per share (the “CompoSecure common stock”). Each holder of record of CompoSecure common stock received one (1) share of Resolute Holdings common stock for every twelve (12) shares of CompoSecure common stock held on February 20, 2025, the record date for the distribution. In lieu of fractional shares of Resolute Holdings common stock, holders of CompoSecure common stock will receive cash.
Pursuant to Section 4.12 of that certain Warrant Agreement governing the Company’s outstanding warrants to purchase CompoSecure common stock (the “Warrant Agreement”), the completion of the Spin-Off has resulted in an adjustment to the warrant exercise price, which has been reduced from $11.50 per share of CompoSecure common stock to $7.97 per share of CompoSecure common stock, effective immediately after the Distribution Date, based on the consolidated volume-weighted average price of a share of Resolute Holdings during the regular trading session on Friday, February 28, 2025, the first trading day following the completion of the Spin-Off. Correspondingly, pursuant to Section 6.1 of the Warrant Agreement, the Redemption Trigger Price (as defined in the Warrant Agreement) decreased by the same amount, from $18.00 to $14.47.
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SIGNATURES
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. | ||
| (Registrant) | ||
| Date: March 3, 2025 | By: | /s/ Steven J. Feder |
| Name: | Steven J. Feder | |
| Title: | General Counsel & Corporate Secretary | |
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