Item 4.01
|
Changes in Registrant’s Certifying Accountant.
|
(a) Dismissal of independent registered
public accounting firm.
On December 27, 2021, the Audit Committee
of the Board dismissed Marcum LLP (“Marcum”), Roman DBDR’s independent registered public accounting firm prior to the
Business Combination, as New CompoSecure’s independent registered public accounting firm.
The report of Marcum on the financial statements
of Roman DBDR as of December 31, 2020, and for the year ended for the period from August 21, 2020 (inception) through December 31,
2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope
or accounting principles.
During the period from August 21, 2020 (inception)
to December 31, 2020 and subsequent interim period through December 27, 2021, there were no disagreements between Roman DBDR
and Marcum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreements in its
reports on Roman DBDR’s financial statements for such period.
On
May 25, 2021, Roman DBDR filed an Annual Report on Form 10-K/A (Amendment No. 1) to amend its Annual Report on Form 10-K
for the period ended December 31, 2020, originally filed with the SEC on March 29, 2021, to restate its financial statements
as of December 31, 2020 and for the period from August 21, 2020 (inception) through December 31, 2020 (the “First
Restatement”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of
the SEC issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies (the “Public Statement”), which discusses accounting for certain warrants as liabilities. Roman DBDR
previously accounted for its warrants as equity instruments. Roman DBDR’s management evaluated its warrants against the Public Statement
and determined that the warrants should be accounted for as liabilities. Accordingly, Roman DBDR’s financial statements as of December 31,
2020 were restated to correct the accounting and related disclosure for the warrants.
On
November 22, 2021, Roman DBDR filed an Annual Report on Form 10-K/A (Amendment No. 2) to amend its Annual Report on Form 10-K
for the period ended December 31, 2020, originally filed with the SEC on March 29, 2021, to restate its financial statements
as of December 31, 2020 and for the period from August 21, 2020 (inception) through December 31, 2020 (the “Second
Restatement” and together with the First Restatement, the “Restatements”). In connection with the preparation of Roman
DBDR’s financial statements as of September 30, 2021, Roman DBDR’s management, in consultation with its advisors, identified
an error made in certain of its previously issued financial statements, arising from the manner in which, as of the closing of Roman DBDR’s
initial public offering, Roman DBDR valued its Class A common stock subject to possible redemption. Roman DBDR’s management
has concluded that the redemption value of its shares of its Class A common stock subject to possible redemption should reflect the
possible redemption of all shares of its Class A common stock. As a result, Roman DBDR’s management has noted a reclassification
error related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the shares
of its Class A common stock subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent
available), accumulated deficit and shares of its Class A common stock. In connection with the Second Restatement, Roman DBDR’s
management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the Restatement. As a result
of that reassessment, Roman DBDR’s management determined that its disclosure controls and procedures for such periods were not effective
due to a material weakness in internal control over financial reporting.
Other than the Restatements and the material weakness,
during the period from August 21, 2020 (inception) to December 31, 2020 and subsequent interim period through December 27,
2021, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange
Act).
New CompoSecure has provided Marcum with a copy
of the foregoing disclosures and has requested that Marcum furnish New CompoSecure with a letter addressed to the SEC stating whether
it agrees with the statements made by New CompoSecure set forth above. A copy of Marcum’s letter, dated December 29, 2021,
is filed as Exhibit 16.1 to this Report.
(b) Disclosures regarding the new independent
auditor.
On December 27, 2021, the Audit Committee
of the Board approved the engagement of Grant Thornton LLP (“Grant Thornton”) as New CompoSecure’s independent registered
public accounting firm to audit New CompoSecure’s consolidated financial statements as of and for the year ending December 31,
2021. Grant Thornton served as independent registered public accounting firm of CompoSecure prior to the Business Combination. During
the period from August 21, 2020 (inception) to December 31, 2020 and subsequent interim period through December 27, 2021,
New CompoSecure did not consult with Grant Thornton with respect to (i) the application of accounting principles to a specified transaction,
either completed or proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report
nor oral advice was provided to us that Grant Thornton concluded was an important factor considered by us in reaching a decision as to
any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement or a reportable
event (each as defined above). Grant Thornton has previously served as CompoSecure’s independent registered public accounting firm
since 2015.