UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| Filed by the Registrant x | Filed by a Party other than the Registrant ¨ |
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material under §240.14a-12 |
ROMAN DBDR TECH ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Media Contact: |
| Wes Robinson | |
| 626-201-2928 | |
| wrobinson@olmsteadwilliams.com |
CompoSecure Partners with Fastest Growing Crypto
App
to Bring Cryptocurrency to Mainstream with New Payment Card
Crypto.com and Visa to allow cardholders to
use their cryptocurrency to pay for purchases
by using the beautifully designed metal cards
Somerset, NJ – July 14, 2021 – CompoSecure Holdings, L.L.C. (“CompoSecure”), a leading provider of premium financial payment cards and emergent provider of cryptocurrency storage and security solutions, today announced that, in partnership with Thales Group, it is manufacturing the first-of-its-kind card from Visa and Crypto.com, the world’s fastest-growing crypto app. Crypto.com’s Visa Card is a prepaid card that allows users to load their crypto funds and convert it to fiat currency for purchases.
Cryptocurrency enthusiasts often struggle with accessing funds in real-time, but the Crypto.com Visa Card solves this issue by allowing instant access to crypto funds to make immediate purchases in a real-world setting, just as you would with any other payment card. The beautifully designed metal card comes in a variety of tiered rewards with Obsidian as the highest tier, followed by tier two with a choice of Frosted Rose Gold or Icy White. Tier three comes with a choice of Royal Indigo or Jade Green, and the final tier of metal cards is the Ruby Steel.
“As the world begins to open up after the pandemic, the Crypto.com Visa Card expects to continue to expand globally, given the increased spending behavior due to the pandemic,” said Kris Marszalek, Co-founder and CEO of Crypto.com. “Crypto continues to push into the mainstream and is opening the doors for what is already the most widely available card of its kind on the market.”
According to Crypto.com’s Consumer Spending Insights Report for 2020, overall spending for its Visa Card per user in 2020 grew 55% year-over-year, with a 117% increase in online spending relative to overall spending growth, notably for the categories of housing, household goods, groceries and cross-border transactions. Cardholders shopped with merchants in 143 countries, nearly half of which are in the U.S. (24%) and the U.K. (23%). In-store spending also rose 33% despite the pandemic, indicating an overall increase in card usage.
“The use of cryptocurrency as payments is changing, and we are changing with it by supporting a variety of technologies to offer the most flexibility to our customers,” said Jon Wilk, President and CEO of CompoSecure, which recently announced it had signed a merger agreement with Roman DBDR Tech Acquisition Corp. (NASDAQ: DBDR) (“Roman DBDR”), a special purpose acquisition company. “Our metal cards provide the best of both worlds – offering a premium experience at the physical point of sale, while also ensuring a strong back-end digital technology to support whatever payment option is needed.”
First introduced in Singapore in 2018, the Crypto.com Visa Card is the largest Visa card program of its kind and is currently available in the U.S., Canada, 31 countries in Europe and the APAC region. Crypto.com supports 100 different cryptocurrencies and can convert to fiat currencies based on the real-time market value and then load the fiat currency onto the Crypto.com Visa Card. The Crypto.com Visa Card runs on the Visa processing network, which is the world’s largest processing network and accepted at millions of locations worldwide.
For more information on metal payment card design and manufacturing, visit www.composecure.com.
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Media Contact: |
| Wes Robinson | |
| 626-201-2928 | |
| wrobinson@olmsteadwilliams.com |
On April 19, 2021, CompoSecure announced that it had signed a merger agreement with Roman DBDR Tech Acquisition Corp. (NASDAQ: DBDR) (“Roman DBDR”), a special purpose acquisition company. Upon closing of the proposed merger, the combined company will operate as CompoSecure, Inc. and plans to trade on the Nasdaq stock market. The proposed merger reflects a pro forma enterprise value for the combined company of approximately $1.2 billion. The proposed merger is expected to close in the third quarter of 2021 and remains subject to approval by Roman DBDR stockholders, and other customary closing conditions.
About Crypto.com
Founded in 2016, Crypto.com today serves over 10 million customers with the world’s fastest-growing crypto app, along with the Crypto.com Visa Card — the world’s largest crypto card program — the Crypto.com Exchange and Crypto.com DeFi Wallet. Recently launched, Crypto.com NFT is the premier platform for collecting and trading NFTs, curated carefully from the worlds of art, design, entertainment, sports.
Crypto.com is built on a solid foundation of security, privacy and compliance and is the first cryptocurrency company in the world to have ISO/IEC 27701:2019, CCSS Level 3, ISO27001:2013 and PCI:DSS 3.2.1, Level 1 compliance, and independently assessed at Tier 4, the highest level for both NIST Cybersecurity and Privacy Frameworks.
Crypto.com is headquartered in Hong Kong with a 1,000+ strong team. Find out more by visiting crypto.com
About CompoSecure
Founded in 2000, CompoSecure is a pioneer and category leader in premium payment cards and an emergent provider of cryptocurrency and
digital asset storage and security solutions. The company focuses on serving the affluent customers of payment card issuers worldwide
using proprietary production methods that meet the highest standards of quality and security. The company offers secure, innovative,
and durable proprietary products that implement leading-edge engineering capabilities and security. CompoSecure’s mission is to
increase clients’ brand equity in the marketplace by offering products and solutions which differentiate the brands they represent,
thus elevating cardholder experience. For more information, please visit www.composecure.com.
ArculusTM was created with the mission to promote cryptocurrency adoption by making it safe, simple and secure for the average
person to buy, sell and store cryptocurrency. With a strong background in security hardware and financial payments, the ArculusTM
solution was developed to allow people to use a familiar payment card form factor to manage their cryptocurrency. For more information,
please visit www.arculus.co.
About Roman DBDR Tech Acquisition Corp.
Roman DBDR is a special purpose acquisition company whose business purpose is to effect a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business combination with one or more businesses or entities. While the Company may pursue
an initial business combination target in any stage of its corporate evolution or in any industry or sector, it intends to focus its
search on companies in the technology, media and telecom (“TMT”) industries. The Company is led by its Co-Chief Executive
Officers, Dr. Donald G. Basile and Dixon Doll, Jr. The Company’s experienced board of directors includes former NVCA Chairman and
longtime venture capitalist Dixon Doll, Global Net Lease (NYSE: GNL) CEO James L. Nelson, former fund manager Paul Misir, investment
banker and investor Arun Abraham, and entrepreneur Alan Clingman. For more information, please visit www.romandbdr.com.
Roman DBDR raised $236 million in its initial public offering (inclusive of underwriter’s exercise of over-allotment option) in
November 2020 and is listed on Nasdaq under the symbol “DBDR”.
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Media Contact: |
| Wes Robinson | |
| 626-201-2928 | |
| wrobinson@olmsteadwilliams.com |
Forward-Looking Statements
Certain statements included in this Press Release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to statements regarding Roman DBDR’s or CompoSecure’s expectations, hopes, beliefs, intentions or strategies regarding the future, including, without limitation, statements regarding: (i) the ability of Roman DBDR and CompoSecure to complete the proposed merger described in the Press Release, (ii) the size, demand and growth potential of the markets for CompoSecure’s products and CompoSecure’s ability to serve those markets, (iii) the degree of market acceptance and adoption of CompoSecure’s products, (iv) CompoSecure’s ability to develop innovative products and compete with other companies engaged in the financial services and technology industry and the timing of the ArculusTM launch and (v) CompoSecure’s ability to attract and retain clients. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Press Release, and on the current expectations of CompoSecure’s and Roman DBDR’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, a prediction or a definitive statement of fact or probability. Neither Roman DBDR nor CompoSecure gives any assurance that either Roman DBDR or CompoSecure will achieve its expectations. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of CompoSecure and Roman DBDR. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Roman DBDR’s and CompoSecure’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include, among others: the inability to complete the proposed merger; the inability to recognize the anticipated benefits of the proposed merger, including due to the failure to receive required security holder approvals, or the failure of other closing conditions; and costs related to the proposed merger. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the preliminary proxy statement on Schedule 14A (the “Proxy Statement”) relating to the proposed merger filed by Roman DBDR with the U.S. Securities and Exchange Commission (the “SEC”) and the definitive proxy statement and other documents filed by Roman DBDR from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that none of Roman DBDR or CompoSecure presently know or that Roman DBDR or CompoSecure currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Roman DBDR’s and CompoSecure’s expectations, plans or forecasts of future events and views as of the date of this Press Release. Roman DBDR and CompoSecure anticipate that subsequent events and developments will cause Roman DBDR’s and CompoSecure’s assessments to change. However, while Roman DBDR and CompoSecure may elect to update these forward-looking statements at some point in the future, Roman DBDR and CompoSecure specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Roman DBDR’s and CompoSecure’s assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Certain market data information in this Press Release is based on the estimates of CompoSecure and Roman DBDR management.
| |
Media Contact: |
| Wes Robinson | |
| 626-201-2928 | |
| wrobinson@olmsteadwilliams.com |
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed merger, Roman DBDR has filed a preliminary proxy statement with the SEC. A definitive proxy statement will be sent to stockholders of Roman DBDR seeking approval of the proposed merger. The documents relating to the proposed merger (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. These documents (when they are available) can also be obtained free of charge by contacting CompoSecure at: William Maina, ICR for CompoSecure, (646) 277-1236, CompoSecure-IR@icrinc.com.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder of Roman DBDR. CompoSecure, Roman DBDR and our respective directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of proxies from Roman DBDR’s stockholders in connection with the proposed merger. Information regarding the names and interests in the proposed merger of Roman DBDR’s directors and officers is contained Roman DBDR’s filings with the SEC. Additional information regarding the interests of potential participants in the solicitation process has also been included in the preliminary, and will be included in the definitive, proxy statement relating to the proposed merger and other relevant documents filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
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