Item 8.01 Other Events



As previously disclosed in the Current Report on Form 8-K filed on October 19,
2020 and amended on December 28, 2021, Compass Group Diversified Holdings LLC
(the "Company") and Compass Diversified Holdings ("Holdings," and together with
the Company, collectively "CODI", "us" or "we") through its newly formed
acquisition subsidiaries, BOA Holdings Inc., a Delaware corporation ("BOA
Holdings") and BOA Parent Inc., a Delaware corporation ("Buyer") and a
wholly-owned subsidiary of BOA Holdings, acquired BOA Technology, Inc. ("Boa")
and its subsidiaries pursuant to an Agreement and Plan of Merger by and among
Buyer, Reel Holding Corp., a Delaware corporation ("Reel") and the sole
stockholder of Boa, BOA Merger Sub Inc., a Delaware corporation and a
wholly-owned subsidiary of Buyer, and Shareholder Representative Services LLC
(in its capacity as the representative of the stockholders of Reel).

This Current Report on Form 8-K is being filed to provide certain financial
information of Boa and update certain pro forma financial information of the
Company to be incorporated into one or more registration statements filed or to
be filed by the Company. The historical audited consolidated balance sheet of
Boa as of December 31, 2019, and the related consolidated statement of income,
stockholder's equity and cash flows and the related notes thereto and the Report
of Pricewaterhouse Coopers LLP, independent registered public accounting firm,
dated April 28, 2020, except for the effects of the revisions discussed under
Adjustments to Financial Statements in Note 1 to the consolidated financial
statements, as to which the date is December 28, 2020, are filed as exhibit 99.1
and incorporated herein by reference. The historical unaudited consolidated
balance sheet of Boa as of September 30, 2020, and the related consolidated
statements of income, stockholder's equity and cash flows for the nine months
ended September 30, 2020 and 2019, and the related notes thereto, are filed as
Exhibit 99.2 and incorporated herein by reference. The unaudited pro forma
condensed combined statements of income for the year ended December 31, 2020,
giving effect to the Merger as if it had been completed on January 1, 2020, and
related notes thereto, are filed as Exhibit 99.3.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.



Pursuant to a letter dated November 6, 2020 (the "Relief Letter"), the Company
has obtained relief from the Staff of the Securities and Exchange Commission,
pursuant to its authority under Rule 3-13 of Regulation S-X, from the
requirements of Rule 3-05 of Regulation of S-X to provide certain historical
financial statements that would otherwise be required in connection with its
acquisition of Reel. In accordance with the Relief Letter, the Company has
substituted the audited historical consolidated financial statements of Boa for
the year ended December 31, 2019 and the condensed consolidated financial
statements of Boa for the nine months ended September 30, 2020 and 2019, in
place of the consolidated financial statements of Reel as required by Rule 3-05
of Regulation S-X.

The audited consolidated financial statements of Boa for the fiscal year ended
December 31, 2019 are attached hereto as Exhibit 99.1 and are incorporated by
reference into this Item 9.01(a) and made a part hereof.

The unaudited condensed consolidated interim financial statements of Boa for the
nine months ended September 30, 2020 and 2019 are attached hereto as Exhibit
99.2 and are incorporated by reference into this Item 9.01(a) and made a part
thereof.

(b) Pro Forma Financial Information.



The following unaudited pro forma financial information of CODI is attached
hereto as Exhibit 99.3 and is incorporated by reference into this Item 9.01(b)
and made a part hereof: unaudited condensed pro forma statement of operations
for the year ended December 31, 2020 and notes thereto.

(d) Exhibits.

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23.1 Consent of PriceWaterhouseCoopers LLC

99.1 Audited consolidated financial statements of Boa as of and for the year ended December


              31, 2019 (incorporated by reference to Exhibit 99.1 of the

Form 8-K/A filed on December


              28, 2020 (File No. 001-34927))

99.2 Unaudited interim condensed consolidated financial statements of Boa as of and for the


              nine months ended September 30, 2020 and 2019 (incorporated

by reference to Exhibit 99.2


              of the Form 8-K/A filed on December 28, 2020 (File No.

001-34927))

99.3 Unaudited condensed Pro Forma Statement of Operations for the year ended December 31,


              2020 and notes thereto

104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

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