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United States securities and exchange commission logo
October 25, 2021
Donald G. Basile
Co-Chief Executive Officer
Roman DBDR Tech Acquisition Corp.
2877 Paradise Rd. #702
Las Vegas, NV 89109
Re: Roman DBDR Tech
Acquisition Corp.
Amendment No. 4 to
Preliminary Proxy Statement on Schedule 14A
Filed October 8,
2021
File No. 001-39687
Dear Dr. Basile:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A
Regulatory changes or actions may restrict the use of the Arculus
Wallet, page 20
1. We note your response
to our prior comment 1 and reissue in part. Please add a
subheading to this risk
factor to describe the risk to investors that your role in facilitating
transactions in digital
assets creates the risk that you may be operating as an unregistered
exchange or part of an
unregistered exchange mechanism under the Exchange Act. Please
also consider adding
additional subheadings for the other distinct regulatory risks that are
discussed.
Arculus, page 168
2. We note your disclosure
on page 169 that "[i]t is not presently anticipated that the Arculus
Wallet would support
transactions in XRP or other Cryptocurrencies characterized as
securities under the
federal securities laws, unless CompoSecure determines in the future
to partner with a
third-party securities broker/dealer or to, itself, register as a securities
Donald G. Basile
Roman DBDR Tech Acquisition Corp.
October 25, 2021
Page 2
broker/dealer." Please revise this disclosure for consistency with your
disclosure on page
168 where you list XRP as one of the digital assets supported by the
Arculus Wallet.
3. We note that for some digital assets the Arculus Wallet provides "Support
for Storage and
Peer-to-Peer/Send & Receive." Please revise the Arculus disclosure on
pages 155-158 to
describe the peer-to-peer and send and receive features, including an
illustrative example
of how your product facilitates such transfers.
4. Please revise your disclosure to explain what you mean by your reference
to
CompoSecure determining that a digital asset has "a meaningful risk" of
being a security.
Please also clarify whether this is the same standard as applied in the
sentence that follows
when you reference CompoSecure's determination that certain digital
assets are "not likely
to be securities."
5. We note your disclosure that CompoSecure has determined that Bitcoin,
Bitcoin Cash and
Ethereum are not likely to be securities. Please revise to address the
determination made
by CompoSecure for all other digital assets for which transactions are
supported.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Rolf Sundwall at (202) 551-3105 or Sharon Blume at (202)
551-3474 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tonya K. Aldave at (202) 551-3601 or Justin Dobbie at (202) 551-3469
with any other
questions.
Sincerely,
FirstName LastNameDonald G. Basile
Division of
Corporation Finance
Comapany NameRoman DBDR Tech Acquisition Corp.
Office of Finance
October 25, 2021 Page 2
cc: Anthony J. McCusker, Esq.
FirstName LastName