November 5, 2024

Timothy Fitzsimmons
Chief Financial Officer
CompoSecure, Inc.
309 Pierce St.
Somerset, NJ 08873

        Re: CompoSecure, Inc.
            Form 10-K for the Fiscal Year Ended December 31, 2023
            File No. 001-39687
Dear Timothy Fitzsimmons:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2023
Business
Key Products
Arculus Business Solutions, page 10

1.     Notwithstanding your October 13, 2022 response to comment 2 in our
September 22,
       2022 comment letter on your 2021 Form 10-K, please tell us more about
whether you
       have a crypto asset custody obligation to your Arculus customers.
Specifically, in
       your October 13, 2022 response, you provided excerpts of your contracts
with
       customers that specifically indicated that you were not responsible for
a customer's
       loss of crypto assets resulting from theft, loss, or mishandling of
encrypted private
       keys or recovery phrase outside your control. Please tell us what losses
are within
       your control for which you are, or may be, responsible. In your
response:
           Specifically tell us whether you are responsible for the loss of
crypto assets
           related to software malfunction that does not permit customers to
access their
           private keys or recreate their private keys from their recovery
phrases.
           Clarify for us whether your software or your customers create the
recovery
 November 5, 2024
Page 2

           phrases.
             Tell us what algorithm your software uses in creating recovery
phrases.
             Tell us whether the private keys could be recreated using the
algorithm identified
           in the preceding bullet without specifically using your smartphone
app.
             Tell us whether your customers can transfer their private keys to
a different wallet
           provider if they lose access to your product.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Use of Non-GAAP Financial Measures, page 56

2.     We note your income tax expense adjustment to derive the "adjusted net
income
       before adjustments" subtotal in deriving "adjusted net income" and
related per share
       amounts. Please address the following:
           Revise your introductory paragraph to explain the rationale behind
your
          presentation of adjusted net income and related per share amounts. In
this regard,
          confirm for us if true, that you include a full tax provision in
adjusted net income
          and include your Class B common stock in calculating the per share
amounts to
          remove the impact of your historical Up-C structure.
           As your "income tax expense" adjustment line item is isolated from
your other
          non-GAAP adjustments by the "adjusted net income before adjustments"
subtotal,
          it is unclear whether it includes only the tax impact on GAAP income
before
          income taxes if you had no noncontrolling interests associated with
your Up-C
          structure or whether it also includes the tax impact of your other
non-GAAP
          adjustments in deriving adjusted net income. Revise footnote (1) to
clarify and, if
          appropriate, consider revising your presentation to group the income
tax
          adjustment with the other adjustments and remove the intervening
subtotal.
3.     Please tell us why you do not include:
           The change in fair value of the derivative liability associated with
your
           convertible notes redemption make-whole provision as a non-GAAP
adjustment
           in deriving adjusted net income when you include it as an adjustment
in deriving
           adjusted EBITDA; nor
           The effect of the Exchangeable Notes on the shares outstanding in
your diluted
           adjusted net income per share.
Notes to Consolidated Financial Statements
Note 4: Revenue Recognition, page 85

4.     Please tell us the amount of revenues recorded related to your Arculus
ecosystem for
       each of the years ended December 31, 2023 and 2022 as well as for the
six months
       ended June 30, 2024. In your response, separately tell us the amount of
revenue for
       each period associated with product sales as well as for transaction
processing and
       subscription fees as referenced in your October 13, 2022 response to
comment 4 in
       our September 22, 2022 comment letter on your 2021 Form 10-K.
 November 5, 2024
Page 3
Note 7: Debt
Exchangeable Senior Notes, page 86

5.     Regarding the sentence immediately after anti-dilution adjustment "e" on
page 87,
       please address the following, with reference to section 14.05(e) of the
Exchangeable
       Notes Indenture provided as Exhibit 10.7 to your Form 8-K filed on
December 29,
       2021:
           Revise your disclosure to clarify that the sentence relates only to
the provisions in
           adjustment "e" and not all five potential adjustments.
           Revise the sentence to be consistent with that in section 14.05(e)
of the Indenture
           in that it currently implies that a downward adjustment will only be
made when a
           tender or exchange offer is announced and not consummated, which is
           inconsistent with the last sentence in section 14.05(e).
Note 10: Equity Compensation
Earnout Conisderation, page 97

6.     We note that your earnout consideration grants certain equity holders of
Holdings the
       contingent right to receive additional shares of your Class A common
stock or
       additional equity units in Holdings and a corresponding number of shares
of your
       Class B common stock. We also note from your disclosure in your August
7, 2024,
       August 9, 2024 and September 17, 2024 Forms 8-K that the private
transactions with
       Resolute resulted in the elimination of your dual-class structure, but
we note no
       discussion in those filings or related exhibits that discuss the impact
of those
       transactions on your earnout obligation. Please tell us whether and, if
so, how your
       earnout obligation changed as a result of the Resolute transactions
closing on
       September 17, 2024. Explain whether the contingent obligation is now
payable only in
       Class A common stock or whether it no longer exists.

        In closing, 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.

       Please contact Mark Brunhofer at 202-551-3638 or Jason Niethamer at
202-551-3855
with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Crypto
Assets