GPGI

Business Context and Reporting Period

This Form 8-K, dated November 3, 2025, reports a material event for CompoSecure, Inc. (trading symbol: CMPO). The filing discloses the execution of a Share Purchase Agreement on November 2, 2025, to combine with Husky Technologies Limited ("Husky"). The transaction is structured as a business combination where Husky will become a wholly owned subsidiary of CompoSecure Holdings.

Key Financial Metrics and Transaction Details

• Total Consideration: Approximately $4.976 billion, comprised of cash and shares of CompoSecure Class A common stock.
• Private Placement Financing: Concurrently, CompoSecure agreed to issue approximately 106 million shares of Common Stock to certain investors.
• Placement Price: $18.50 per share.
• Aggregate Proceeds: Approximately $1.96 billion.
• Management Structure: Resolute Holdings Management, Inc. will enter into a management agreement with Husky on terms substantially similar to its existing agreement with CompoSecure Holdings.

Note: This filing does not provide historical revenue, profit, cash flow, or debt metrics for CompoSecure or Husky. It focuses solely on the transaction structure and financing.

Material Changes and Outlook

The primary material change is the initiation of the merger process with Husky Technologies. The closing of the business combination and the associated private placements is expected to occur in the first quarter of 2026.

Conditions to Closing: The transaction is subject to customary closing conditions, including:

• Regulatory approvals.
• Company Stockholder Approval (via a proxy statement to be filed).
• Substantially concurrent consummation of the private placement.

Risks and Contingencies

The filing includes a comprehensive "Forward-Looking Statements" section highlighting significant risks that could prevent the transaction from closing or alter its expected benefits:

• Approval Risks: Failure to obtain required regulatory or stockholder approvals.
• Termination Risks: Occurrence of events triggering termination of the Share Purchase Agreement.
• Operational Risks: Potential negative effects on business relationships and operations during the pendency of the transaction.
• Financial Risks: Risks related to financing the transaction and the realization of expected financial projections.
• Legal Risks: Potential litigation or regulatory actions.

Investor Verification Checklist

• Verify the final terms of the Share Purchase Agreement and the definitive proxy statement once filed with the SEC.
• Confirm the status of regulatory approvals required for the combination with Husky Technologies.
• Review the Investor Presentations (Exhibits 99.1 and 99.2) for detailed financial projections and strategic rationale.
• Monitor the timeline for the special stockholder meeting to approve the issuance of shares.
• Assess the impact of the 106 million share issuance on existing shareholder dilution.