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United States securities and exchange commission logo
August 10, 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. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed July 21, 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. 1 to Preliminary Proxy Statement on Schedule 14A
General
1. We note your response
to our prior comments 1 and 13 and your revised disclosure on
page 165 that initially
you expect the Arculus platform to support transactions in Bitcoin,
Bitcoin Cash and
Ethereum. You also state that you may add additional cryptocurrencies
and other digital
assets in the future. Please explain what methodology or process you
have used and will use
to determine if a digital asset is a security before it is included on
your platform. In doing
so, please clarify your disclosure to explain how you identify
"other Cryptocurrencies
characterized as securities under the federal securities laws." In
addition, please revise
your risk factors to disclose, if accurate, that the legal test to
determine whether a
digital asset is a security is different from the analysis you perform,
which is not a legal
standard and is only a risk-based assessment that does not preclude
legal or regulatory
action based on the presence of a security.
Donald G. Basile
FirstName LastNameDonald G. Basile
Roman DBDR Tech Acquisition Corp.
Comapany
August 10, NameRoman
2021 DBDR Tech Acquisition Corp.
August
Page 2 10, 2021 Page 2
FirstName LastName
2. Please also include separate risk factor disclosure addressing the
risks of operating as an
unregistered broker-dealer.
3. We note your response to our prior comment 5 and reissue in part. You
continue to refer
to the annexes to the merger agreement as "substantially in the form
attached as Annex
...." You also respond that you do not believe these Annexes are
material to an investor's
understanding of the merger transaction. Please provide us with your
analysis of why you
believe these agreements are not material and remove all statements
that you have
included full copies of the annexes to the merger agreement in the
filing. In the
alternative, please include the annexes in the proxy statement.
4. We note your response to our prior comment 6 and reissue in part. You
have confirmed in
your response that the deferred underwriting fees remain constant and
are not adjusted
based on redemptions. Please revise your disclosure to quantify the
effective underwriting
fee on a percentage basis for shares at the minimum and maximum
redemption levels.
Projected Financial Information, page xxxv
5. Please revise your disclosure here to clarify whether and to what
extent the projections
accounted for the regulatory uncertainty associated with the products
and services you
intend to provide through the Arculus platform. If so, please explain
how that uncertainty
was addressed in the projections. If not, please clarify accordingly
and explain why the
uncertainty did not impact the projections.
CompoSecure relies on third-party partners, page 21
6. We note your response to our prior comment 31. Please revise your
disclosure here to
describe more explicitly what you mean by "liability relating to
regulatory matters" so that
a reader has a clear understanding of the potential liabilities
associated with your platform
and its partnerships.
Unaudited Pro Forma Condensed Combined Financial Information, page 56
7. We acknowledge your response to our prior comment 16. Please address
the following:
We note from your response to our prior comment 16 that certain
members of
CompoSecure LLC have Class A Units, which provide for 10 votes per
unit, and the
remaining members have Class B Units, which provide for one vote
per unit. Please
tell us the identity, unitholdings of the Class A Unitholders, and
the percentage of
votes that those unitholdings command. Similarly, tell us the
identity, holdings, and
voting percentage of significant CompoSecure Holders holdings of
Class B Common
Stock of the issuer and Class B Units of CompoSecure LLC.
Please describe to us how the members of Board of Managers are
nominated, how
they are elected, and whether there is any requirement for a
member(s) to be
independent.
Please tell us whether there remains a managing member to
CompoSecure Holdings,
LLC, and if so, what actions the managing member may take
unilaterally.
Donald G. Basile
FirstName LastNameDonald G. Basile
Roman DBDR Tech Acquisition Corp.
Comapany
August 10, NameRoman
2021 DBDR Tech Acquisition Corp.
August
Page 3 10, 2021 Page 3
FirstName LastName
Please describe to us any constraints or restrictions on the
ability of the holders of the
Class A or B Units in CompoSecure Holdings LLC to sell or
transfer their units.
Certain Projected Financial Information, page 97
8. We acknowledge your response to our prior comment 26. You disclose on
page xxxv that
projected financial information covering periods beyond 12 months from
its date of
preparation carries higher levels of uncertainty. Please tell us how
you determined that it
is appropriate to include projections beyond 12 months from the date
of preparation for
the Aculus business given no operating history. Refer to Item 10(b)(2)
of Regulation S-K.
9. Please tell us whether your longer-term projections are based on the
simple assumptions
disclosed in the registration statement, or are based on more detailed
analysis.
10. Your projected net revenue evolution disclosed on page xxxvii appears
to rely
increasingly on the development of additional products and services
beyond the Arculus
Key card and Arculus Wallet for expected growth in 2024 and 2025.
Please describe for
us, and disclose, the additional products and services to be developed
and the assumptions
regarding the additional products and services included in your longer
term projections.
Summary of CompoSecure's Business, page 150
11. We note your response to our prior comments 29 and 30 and your
disclosure that you have
entered into partnering arrangements with Simplex and Changelly.
Please disclose the
material terms of these agreements in your proxy statement and explain
how your
products and services will interact with these third parties to
facilitate trading of digital
assets. Finally, revise to state as you have done in your response
letter that all trading
activity will take place solely through the partners.
12. We note your response to our prior comment 30 and your revised
disclosure that
the market capitalization figures include all Cryptocurrencies,
including stablecoins and
tokens. Please revise your definition of Cryptocurrency to clarify
whether or not it
includes stablecoins and tokens and to more clearly define which
digital assets are
included within the term and which are not included. Please also
revise your market
capitalization disclosure to ensure that it is clear what you mean
when you refer to the top
200 Cryptocurrencies and total Cryptocurrency market.
Government Regulations, page 164
13. We note your response to our prior comment 14 and your disclosure that
CompoSecure
conducts operations in the US, the UK, the EU and Asia. Please provide
a summary of
any material government regulations to which CompoSecure is subject in
each of the
mentioned jurisdictions.
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.
Donald G. Basile
Roman DBDR Tech Acquisition Corp.
August 10, 2021
Page 4
You may contact Rolf Sundwall at (202) 551-3105 or David Irving at (202)
551- 3321 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, Legal Branch Chief
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
August 10, 2021 Page 4
cc: Anthony J. McCusker, Esq.
FirstName LastName