11/22/2024 | Press release | Distributed by Public on 11/22/2024 15:08
Item 1.01 Entry Into a Material Definitive Agreement. |
As previously disclosed, on September 17, 2024, pursuant to and in accordance with the Stock Purchase Agreements, dated as of August 7, 2024, by and among Tungsten 2024 LLC, a Delaware limited liability company ("Tungsten"), and the other parties thereto ("Sellers"), Sellers (a) exchanged all of their Class B Units ("Class B Units") of CompoSecure Holdings, L.L.C., a Delaware limited liability company ("CompoSecure Holdings"), for shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of CompoSecure, Inc., a Delaware corporation ("CompoSecure"), and (b) thereafter sold to Resolute Compo Holdings LLC, a Delaware limited liability company and Tungsten's permitted assignee, certain shares of Class A Common Stock (collectively, the "Transaction"). The consummation of the Transaction eliminated the dual-class structure of CompoSecure.
On November 21, 2024, CompoSecure and CompoSecure Holdings entered into the Third Amended and Restated Limited Liability Company Agreement of CompoSecure Holdings (the "Third A&R LLC Agreement") to, among other things, reflect that no Class B Units were outstanding as of the consummation of the Transaction and that CompoSecure's dual-class structure had been eliminated.
The foregoing description does not purport to be complete and is qualified in its entirety the full text of the Third A&R LLC Agreement that is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.