S-3ASR 1 ny20062625x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on January 13, 2026

Registration No. 333

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CompoSecure, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)			85-2749902 (I.R.S. Employer Identification No.)

309 Pierce Street Somerset, New Jersey 08873 (908) 518-0500 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)			Mary Holt Chief Financial Officer 309 Pierce Street Somerset, New Jersey 08873 (908) 569-7564 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Tim Cruickshank, Esq.

David A.P. Marshall, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(212) 373-3000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
BASIS OF PRESENTATION			2
INCORPORATION BY REFERENCE			3
FORWARD-LOOKING STATEMENTS			4
THE COMPANY			6
RISK FACTORS			7
USE OF PROCEEDS			8
DESCRIPTION OF CAPITAL STOCK			9
DESCRIPTION OF DEBT SECURITIES			12
DESCRIPTION OF DEPOSITARY SHARES			21
DESCRIPTION OF WARRANTS			24
DESCRIPTION OF RIGHTS			26
DESCRIPTION OF PURCHASE CONTRACTS			27
DESCRIPTION OF UNITS			28
SELLING SECURITYHOLDERS			29
PLAN OF DISTRIBUTION			30
LEGAL MATTERS			33
EXPERTS			33


			Amount to be Paid
SEC registration fee			$ *
FINRA filing fee			**
NYSE supplemental listing fees			**
Printing and duplicating expenses			**
Legal fees and expenses			**
Accounting fees and expenses			**
Transfer agent and trustee fees and expenses			**
Rating agency fees			**
Miscellaneous expenses			**
Total			$**


Exhibit Number			Description of Documents
1.1*			Form of Underwriting Agreement for Debt Securities.
1.2*			Form of Underwriting Agreement for Equity Securities.
1.3*			Form of Underwriting Agreement for Depositary Shares.
1.4*			Form of Underwriting Agreement for Purchase Contracts.
1.5*			Form of Underwriting Agreement for Units.
4.1			Third Amended and Restated Certificate of Incorporation of CompoSecure, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on May 28, 2025).
4.2			Second Amended and Restated Bylaws of CompoSecure, Inc. (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed with the SEC on December 29, 2021).


Exhibit Number			Description of Documents
4.3			Registration Rights Agreement, dated as of January 12, 2026, by and among CompoSecure, Inc. and, PE Titan CS Holdings L.P. and the other parties thereto (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on January 13, 2026).
4.4			Amended and Restated Registration Rights Agreement, dated as of December 27, 2021, by and among CompoSecure, Inc., the LLR Investors (as defined therein), the CompoSecure Investors (as defined therein), the Founder Investors (as defined therein), and the Additional Investors (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
4.5			Form of Purchase Agreement (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed with the SEC on November 4, 2025).
4.6			Form of Indenture to be entered into by the Company and U.S. Bank Trust Company, National Association, as Trustee.
4.7			Form of Subordinated Indenture to be entered into by the Company and U.S. Bank Trust Company, National Association, as Trustee.
4.8*			Form of Certificate of Designation.
4.9*			Form of Deposit Agreement.
4.10*			Form of Depositary Receipt.
4.11*			Form of Warrant Agreement.
4.12*			Form of Warrant.
4.13*			Form of Rights Agent Agreement.
4.14*			Form of Purchase Contract.
4.15*			Form of Unit Agreement.
5.1			Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1			Consent of Grant Thornton LLP.
23.2			Consent of Ernst & Young LLP.
23.3			Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (contained in Exhibit 5.1).
24.1			Power of Attorney (included in signature page).
25.1			Statement of Eligibility and Qualification on Form T-1 with respect to the Company under the Indenture.
107			Filing Fee Table.


			CompoSecure, Inc.

			By:			/s/ Jonathan C. Wilk
						Name: Jonathan C. Wilk
						Title: President, Chief Executive Officer and Director


/s/ Jonathan C. Wilk			President, Chief Executive Officer and Director (Principal Executive Officer)
Jonathan C. Wilk

/s/ Mary Holt			Chief Financial Officer (Principal Financial and Accounting Officer)
Mary Holt

/s/ David M. Cote			Executive Chairman of the Board of Directors
David M. Cote			Executive Chairman of the Board of Directors

/s/ John D. Cote			Director
John D. Cote			Director

/s/ Joseph J. DeAngelo			Director
Joseph J. DeAngelo			Director

/s/ Paul S. Galant			Director
Paul S. Galant			Director

/s/ Brian F. Hughes			Director
Brian F. Hughes			Director


/s/ Mark R. James			Director
Mark R. James			Director

/s/ Thomas R. Knott			Director
Thomas R. Knott			Director

/s/ Dr. Krishna Mikkilineni			Director
Dr. Krishna Mikkilineni			Director

/s/ Jane J. Thompson			Director
Jane J. Thompson			Director

/s/ Kevin M. Moriarty			Director
Kevin M. Moriarty			Director

/s/ Rebecca K. Corbin			Director
Rebecca K. Corbin

/s/ Louis Samson			Director
Louis Samson

/s/ Delara Zarrabi			Director
Delara Zarrabi

SEC Form S-3ASR filed by CompoSecure Inc.