GPGI, Inc.

Somerset, NJ (Pierce ) · CompoSecure · Leased · Manufacturing · 116,000

Somerset, NJ (Memorial ) · CompoSecure · Leased · Manufacturing · 46,000

Somerset, NJ, (Davidson) · CompoSecure · Leased · Office · 15,000

Bolton, ON, Canada · Husky · Owned · Manufacturing/Office · 829,000

Dudelange, Luxembourg · Husky · Owned* · Manufacturing/Office · 333,000

Milton, VT · Husky · Owned · Manufacturing · 246,000

Shanghai, China · Husky · Owned* · Manufacturing · 186,000

San Dimas, CA · Husky · Leased · Manufacturing · 54,000

Diessenhofen, Switzerland · Husky · Owned · Manufacturing · 84,000

Chennai, India · Husky · Owned* · Manufacturing · 38,000

* Owned building on leased property

• Husky Injection Molding Systems Ltd. British Columbia³
• Husky Injection Molding Systems Luxembourg Holdings S.à.r.l. Luxembourg³
• Husky Injection Molding Systems Luxembourg IP Development S.à.r.l. Luxembourg³
• Husky Injection Molding Systems Malaysia SDN BHD Malaysia³
• Husky Injection Molding Systems Mexico, S.A. de C.V. Mexico³
• Husky Injection Molding Systems S.A.R.L. France³
• Husky Injection Molding Systems S.à.r.l. Luxembourg³
• Husky Injection Molding Systems Singapore Pte. Ltd. Singapore³
• Husky Injection Molding Systems Vietnam Co. Ltd. Vietnam³
• Husky Injection Molding Systems, Inc. Illinois³
• Husky Italia S.R.L. Italy³
• Husky Spritzgiess – Systeme GmbH Germany³
• Husky do Brasil Sistemas de Injeção Ltda. Brazil³
• Husky-KTW GesmbH Austria³
• Husky-KTW s.r.o. Czech Republic³
• Magor Mold, LLC California³
• PE Titan Holding II Limited England and Wales³
• PE Titan Holding III Limited England and Wales³
• PE Titan Holding Limited England and Wales³
• PT Husky Injection Molding Systems Indonesia Indonesia³
• Schöttli AG Switzerland³
• Titan Co-Borrower, LLC Delaware³

• Risks Related to the Management Agreements
• Our businesses are managed for a fee by Resolute Holdings, which has substantial influence over our businesses, operations and strategy and upon which our businesses are heavily reliant.
• The Management Agreements do not create a mutually exclusive relationship between Holdings, Husky Holdings, and Resolute Holdings.
• The Management Agreements may each be terminated by Resolute Holdings, on the one hand, or Holdings and Husky Holdings, on the other hand, as applicable, and a termination fee may be payable in certain circumstances.
• Resolute Holdings maintains a contractual as opposed to a fiduciary relationship with Holdings and Husky Holdings, and has limited liability under its respective Management Agreement for which it may be indemnified.
• We may have conflicts of interest with Resolute Holdings and its other affiliates.
• Risks Related to the Business of CompoSecure
• Failure to retain existing customers or identify and attract new customers could adversely affect the business, financial condition and results of operations of our CompoSecure business.
• Commercializing new products can be a lengthy and complex process. If our CompoSecure business is unable to introduce new products and services in a timely manner, its business could be materially adversely affected.
• Disruptions at our CompoSecure business’ primary production facility may adversely affect the business, results of operations and/or financial condition of our CompoSecure business.
• A disruption in the operations or supply chain of our CompoSecure business or the performance of its suppliers, liquidity partners and/or development partners could adversely affect the business and financial results of our CompoSecure business.
• The future growth of our CompoSecure business may depend upon its ability to develop and introduce new products.
• Digital asset storage systems, such as the Arculus Cold Storage Wallet, are subject to potential illegal misuse, risks related to a loss of funds due to theft of digital assets, security and cybersecurity risks, system failures and other operational issues, which could cause damage to the reputation and brand of our CompoSecure business.
• Regulatory changes or actions may restrict the use of the Arculus Cold Storage Wallet or digital assets in a manner that adversely affects the business, prospects or operations of our CompoSecure business.
• Regulatory risks of operating as an unregistered exchange or as part of an unregistered exchange mechanism
• Production quality and manufacturing process disruptions could adversely affect our CompoSecure business.
• The failure of our CompoSecure business to operate in compliance with the security standards of the payment card industry or other industry standards applicable to its customers, such as payment networks certification standards, could adversely affect our CompoSecure business.
• Product liability and warranty claims and their associated costs may adversely affect our CompoSecure business.
• The international sales of our CompoSecure business subject it to additional risks that can adversely affect its business, operating results and financial condition.
• Our CompoSecure business relies on licensing arrangements in production and other fields, and actions taken by any of its licensing partners could have a material adverse effect on our CompoSecure business.
• Risks Related to the Business of Husky
• The results of operations of the Husky business are reliant on unpredictable customer purchasing trends.
• Growth in emerging markets may impact the sales of the Husky business.
• There is no certainty that the Husky business will be able to manage fluctuations in raw materials.
• Failure of suppliers to deliver in a timely and cost-effective manner would adversely impact our operations.
• The Husky business is subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws and anti-money laundering laws and regulations. The Husky business could face serious consequences for violations, which could harm our business.
• The Husky business may face exposure to adverse movements in foreign currency exchange rates.
• The significant international operations of the Husky business subject us to risks inherent in doing business in foreign jurisdictions.
• If the Husky business is unable to continue the technological innovation and successful introduction of new products into the market, customers may delay their orders or turn to other manufacturers.
• If the use of plastic as a packaging material declines, it could materially adversely affect the business, financial condition or results of operations of our Husky business.
• If products offered by our Husky business fail to perform or fail to meet customer requirements or expectations, we could incur significant additional costs.
• The Husky business relies on the timely delivery of raw materials and components that meet our standards for the continued production and delivery of products and services, and any inability to obtain such raw materials and components could impede the ability of the Husky business to manufacture and deliver its products and services as it requires.
• New or increased taxes or other governmental regulations targeted to decrease the consumption of certain type of beverages may adversely affect our Husky business.
• Patents may not prevent competitors from making and selling products that are similar to the products of the Husky business.
• Some customers of our Husky business have been sued for patent infringement in connection with a specific design of products made using molds purchased from Husky, and in the future the Husky business could face similar lawsuits.
• Unanticipated changes in tax provisions, variability of quarterly and annual effective tax rates, the adoption of new tax legislation or exposure to additional tax liabilities could impact our financial performance.
• The Husky business is subject to other market risks.
• Risks Related to the Tax Receivable Agreement
• Our only significant asset is our ownership interest in Holdings, and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Class A Common Stock or satisfy our other financial obligations, including our obligations under the Tax Receivable Agreement.
• We may be required to pay certain parties for most of the realized benefits relating to any additional tax depreciation or amortization deductions that we may claim.
• In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.
• The acceleration of payments under the Tax Receivable Agreement in the case of certain changes of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A Common Stock.
• Risks Related to Our Indebtedness
• Our substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under our indebtedness.
• We may not be able to generate sufficient cash flows from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
• Despite our high level of indebtedness, we and our subsidiaries are able to incur significant additional amounts of debt or we may pay dividends or make other payments in the future, which could further exacerbate the risks associated with our substantial financial leverage.
• Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
• General Risks Related to Ownership of Our Securities
• Our only significant asset is our ownership of our subsidiaries’ business. If the business of our subsidiaries is not profitably operated, they may be unable to make distributions to enable us to pay any dividends on our common stock or satisfy our other financial obligations.
• Provisions in our Charter and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A Common Stock and could entrench management.
• We may be unable to satisfy the NYSE listing requirements in the future, which could limit investors’ ability to effect transactions in our securities and subject us to additional trading restrictions.
• We incur significant costs and obligations as a result of being a public company.
• If our operating performance does not meet market expectations, the price of our securities may decline.
• Our ability to successfully operate our business largely depends upon the efforts of certain key personnel. The loss of such key personnel could adversely affect our operations and profitability.
• Our ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for our securities.
• Future sales of our securities, including resale of securities issued to certain stockholders, may reduce the market price of our securities that you might otherwise obtain.
• Because certain significant stockholders control a significant percentage of our Class A Common Stock, such stockholders may influence major corporate decisions of the Company and our interests may conflict with the interests of other holders of our Class A Common Stock.
• Our Charter renounces any expectancy in or right to be offered an opportunity to participate in certain transactions or matters that may be investment, corporate or business opportunities and that are presented to the Company or our officers, directors or stockholders.
• Our Bylaws designate the Court of Chancery in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by stockholders, which could limit the ability of stockholders to obtain a favorable judicial forum for disputes.
• We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and securities prices, which could cause you to lose some or all of your investment.
• We may be subject to securities litigation, which is expensive and could divert management attention.