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CompoSecure, Inc.

309 Pierce Street

Somerset, New Jersey 08873

October 25, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, NE

Washington, DC 20549

Attn: Eddie Kim and Daniel Duchovny

 RE: CompoSecure, Inc.

    Schedule TO-I filed October 9, 2024

    File No. 005-91886

Dear Mr. Kim and Mr. Duchovny:

This letter sets forth the
response of CompoSecure, Inc. (the “Company”, “we” or “us”) to the comment letter of the staff of
the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
issued to the Company on October 21, 2024, with respect to the above-referenced Schedule TO-I (the “Schedule TO”).

For your convenience, the
Staff’s comments are set forth in bold, followed by responses on behalf of the Company.

Schedule TO-I filed October 9, 2024

Cautionary Note Regarding Forward-Looking
Statements, page C-1

 1. We note the reference to the Private
                                            Securities Litigation Reform Act of 1995. Please note that the safe harbor provisions for
                                            forward-looking statements contained in the federal securities laws do not apply to statements
                                            made in connection with a tender offer. See Section 21E(b)(2)(C) of the Securities Exchange
                                            Act of 1934. Please revise.

Response:

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on Page C-1 of the Fundamental Change Company Notice appended as
Exhibit (a)(1) of the Schedule TO (the “Fundamental Change Company Notice”) to remove the reference to the Private Securities
Litigation Reform Act of 1995.

The Company’s Obligation to Repurchase
the Notes, page C-2

 2. We note your disclosure that “[t]he
                                            Company reserves the right, but does not intend, to extend the period that Holders have to
                                            exercise the Fundamental Change Repurchase Right, subject to the terms of the Indenture and
                                            applicable law.” Please revise to explain how the period could be extended. See Item
                                            4 of Schedule TO and Item 1004(a)(1)(v) of Regulation M-A. Please also revise to disclose
                                            that notice of any extension will be issued no later than 9:00 a.m. Eastern time, as required
                                            by Exchange Act Rule 14e-1(d).

Response:

The Company respectfully
acknowledges the Staff’s comment. The Fundamental Change Repurchase Date of November 29, 2024 is the latest possible repurchase
date pursuant to the Fundamental Change Repurchase Right permitted under the Indenture. Accordingly, the Company has revised the disclosure
on page C-2 of the Fundamental Change Company Notice to remove the sentenced quoted in the Staff’s comment.

Payment for Notes delivered for Repurchase;
Source and Amount of Funds, page C-6

 3. Please disclose the existence of
                                            any alternative financing plans or arrangements in the event that the Company does not have
                                            the necessary funds to pay the offer consideration and related fees and expenses. If there
                                            are none, so state. See General Instruction E and Item 7 of Schedule TO, and Item 1007(b)
                                            of Regulation M-A.

Response:

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on Page C-7 of the Fundamental Change Company Notice to state that
there are no alternative financing plans or arrangements in place to pay the offer consideration and related fees and expenses.

Right of Withdrawal, page C-6

 4. Refer to the last sentence under
                                            this section. Please revise to remove the implication that note holders may not challenge
                                            your determination in a court of competent jurisdiction.

Response:

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page C-6 of the Fundamental Change Company Notice.

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Agreements Involving the Company’s Notes,
page C-7

 5. We note your reference to “Parent’s
                                            filings with the SEC, including agreements relating to Parent’s Class A Common Stock,
                                            or as otherwise previously publicly announced.” Please revise to provide disclosure
                                            required by Item 1005(e) of Regulation M-A as to such “filings” and “agreements,”
                                            and, to the extent applicable, attach them as exhibits. See Item 5 of Schedule TO, Item 1005(e)
                                            of Regulation M-A, Item 12 of Schedule TO, and Item 1016(d) of Regulation M-A.

Response:

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page C-7 of the Fundamental Change Company Notice and Item 12,
Exhibits, of the Schedule TO.

Additional Information, page C-11

 6. We note your reference to “the
                                            SEC public reference room” and to the “Public Reference Section of the SEC”
                                            and your disclosure that, among other things, the tender offer materials “may be examined
                                            and copies may be obtained at the same places and in the same manner as set forth above.”
                                            The SEC no longer maintains a public reference room where filings can be inspected and copied
                                            by the public. Please revise.

Response:

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page C-11 of the Fundamental Change Company Notice.

 7. We note that you attempt to incorporate
                                            by reference “[a]ll documents filed with (but not furnished to) the SEC by Parent pursuant
                                            to Sections 13, 14 and 15(d) of the Exchange Act subsequent to the date of the Fundamental
                                            Change Company Notice through, and including, the Fundamental Change Expiration Date”
                                            (emphasis added). Please note that Schedule TO does not specifically permit “forward
                                            incorporation” by reference. To the extent that additional filings are made, you must
                                            amend the Schedule TO to specifically incorporate them by reference. Refer to General Instruction
                                            F to Schedule TO which specifies how you may incorporate by reference in a Schedule TO. Please
                                            revise.

Response:

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page C-11 of the Fundamental Change Company Notice accordingly.

* * * * *

If you have any questions
or require any additional information in connection with the filing, please do not hesitate to contact me at (212) 373-3000.

    Very truly yours,

    /s/ John C. Kennedy

    John C. Kennedy

    Paul, Weiss, Rifkind, Wharton & Garrison
    LLP

cc: Steven J. Feder, CompoSecure, Inc.

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