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United States securities and exchange commission logo
September 7, 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. 2 to
Preliminary Proxy Statement on Schedule 14A
Filed August 18,
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. 2 to Preliminary Proxy Statement on Schedule 14A
Projected Financial Information, page xxxv
1. We acknowledge your
response to our prior comment 10 from our August 10, 2021 letter.
Given the nascent state
of the cryptocurrency environment - in particular regarding its use
in eGaming, warranty
and insurance - the fact that you have not yet launched the Arculus
platform and the
materiality of the Arculus platform on projections in 2023-2025, its is not
clear there is a
reasonable basis for your longer term projections. Refer to Regulation S-
X, Item 10(b). Please
provide to us further analysis supporting your projections in these
areas beyond two years.
Alternatively, revise your projected financial disclosures in your
next amendment to limit
the period included your forecast to 2021-2022 and remove
outward projections in
2023-2025.
Summary of CompoSecure's Business, page 151
2. We note your response
to our prior comment 11 and reissue in part. Please refer to your
Donald G. Basile
Roman DBDR Tech Acquisition Corp.
September 7, 2021
Page 2
description of the partnering arrangements with Simplex and Changelly and
explain in
more detail how your products and services will interact with these third
parties to
facilitate trading of digital assets. In this regard, we note that you
refer generally to
CompoSecure gaining "access to services offered on Changelly's website
for exchanging
Cryptocurrency." Similarly, you include a general description of services
under the
Simplex Agreement. In this regard, please explain what you mean by
Simplex's services
functioning "as an intermediate layer between the end user customers and
Simplex's
Cryptocurrency liquidity partners." For each of the two partnership
agreements, provide a
specific description of a single trade from beginning to end, describing
each step and
parties or entities involved in each particular step of the transaction.
General
3. We note your response to our prior comment 3 and reissue in part. Please
provide us with
detailed legal analysis of why you believe the voting agreement between
you and certain
equity holders of CompoSecure is not material to investors' understanding
of the merger
transaction. In the alternative, please include it in the proxy
statement.
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 David Irving at
202-551-3321 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tonya 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
September 7, 2021 Page 2
cc: Anthony J. McCusker, Esq.
FirstName LastName