Amendment: SEC Form SCHEDULE 13D/A filed by Resolute Holdings Management
$RHLD
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Resolute Holdings Management, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
76134H101 (CUSIP Number) |
Thomas R. Knott Resolute ManCo Holdings LLC, 445 Park Avenue, Suite 5B New York, NY, 10022 212-256-8405 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 76134H101 |
| 1 |
Name of reporting person
Resolute Compo Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 76134H101 |
| 1 |
Name of reporting person
Resolute ManCo Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,107,534.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage in Row (13) is based on 8,525,994 shares of Common Stock that were outstanding as of March 17, 2025.
SCHEDULE 13D
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| CUSIP No. | 76134H101 |
| 1 |
Name of reporting person
Tungsten 2024 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,180,864.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage in Row (13) is based on 8,525,994 shares of Common Stock that were outstanding as of March 17, 2025.
SCHEDULE 13D
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| CUSIP No. | 76134H101 |
| 1 |
Name of reporting person
Thomas R. Knott | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,107,534.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage in Row (13) is based on 8,525,994 shares of Common Stock that were outstanding as of March 17, 2025.
SCHEDULE 13D
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| CUSIP No. | 76134H101 |
| 1 |
Name of reporting person
C 323 Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,107,534.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage in Row (13) is based on 8,525,994 shares of Common Stock that were outstanding as of March 17, 2025.
SCHEDULE 13D
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| CUSIP No. | 76134H101 |
| 1 |
Name of reporting person
John D. Cote | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,305,864.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage in Row (13) is based on 8,525,994 shares of Common Stock that were outstanding as of March 17, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Resolute Holdings Management, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
445 Park Avenue, Suite 5B, New York,
NEW YORK
, 10022. | |
Item 1 Comment:
This statement on Schedule 13D relates to the Common Stock, par value $0.0001 per share (the "Common Stock"), of Resolute Holdings Management, Inc., a Delaware corporation (the "Issuer"). | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is filed by Resolute Compo Holdings LLC ("Resolute Compo Holdings"), Resolute ManCo Holdings LLC ("Resolute ManCo Holdings"), Tungsten 2024 LLC ("Tungsten"), John Cote, Thomas Knott and C 323 Holdings, LLC ("C 323 Holdings" and, together with Resolute Compo Holdings, Resolute ManCo Holdings, Tungsten and Messrs. John Cote and Thomas Knott, collectively, the "Reporting Persons") and amends the initial statement on Schedule 13D filed by the Reporting Persons (except for Resolute ManCo Holdings and C 323 Holdings) on March 7, 2025 (the "Initial Statement" and, as amended by this Amendment No. 1, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. | |
| (b) | The principal business office of the Reporting Persons is 445 Park Avenue, Suite 5B, New York, NY 10022. | |
| (c) | The principal business of the Reporting Persons is the operation of an investment firm. Each of Resolute Compo Holdings, Resolute ManCo Holdings and C 323 Holdings is a member-managed limited liability company. Tungsten is the managing member of Resolute ManCo Holdings and Resolute Compo Holdings. Mr. John Cote is the manager of Tungsten. Mr. Knott is the sole member and manager of C 323 Holdings. C 323 Holdings is a member of Resolute Compo Holdings and Resolute ManCo Holdings. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial administrative body of competent jurisdiction or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Each of Resolute Compo Holdings, Resolute ManCo Holdings, Tungsten and C 323 Holdings is organized in the State of Delaware. Mr. John Cote and Mr. Knott are citizens of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth or incorporated in Item 4 is hereby incorporated by reference in its entirety into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
The information set forth or incorporated in Item 6 is hereby incorporated by reference in its entirety into this Item 4.
Item 4 of the Schedule 13D is hereby supplemented as follows:
On March 17, 2025, Mr. Thomas Knott transferred his interest in Resolute Compo Holdings to C 323 Holdings and C 323 Holdings was admitted as a member of Resolute Compo Holdings . Immediately thereafter, (i) Resolute Compo Holdings transferred the 4,107,534 shares of Common Stock it held of record to Tungsten and C 323 Holdings for no consideration, following which Tungsten and C 323 Holdings immediately contributed such shares to Resolute ManCo Holdings for no consideration (the "Resolute Share Transfers"). The percentage in Row (13) is based on 8,525,994 shares of Common Stock that were outstanding as of March 17, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth or incorporated in Item 4 is hereby incorporated by reference in its entirety into this Item 5. See Annex A attached hereto. | |
| (b) | See Item 2(a). | |
| (c) | See Item 4 above, which is incorporated herein by reference. | |
| (d) | None. | |
| (e) | Following the Resolute Share Transfers on March 17, 2025, Resolute Compo Holdings ceased to be the beneficial owner of more than five percent of the Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented as follows:
Following the Resolute Share Transfers, Resolute ManCo Holdings agreed on March 17, 2025 to be bound by and became a party to the Registration Rights Agreement, dated as of February 28, 2025 (the "Registration Rights Agreement"), by and between the Issuer and Resolute Compo Holdings, as a Permitted Transferee (as defined in the Registration Rights Agreement) of Resolute Compo Holdings. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement that is attached to the Schedule 13D as Exhibit 1 and is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1. Registration Rights Agreement, dated as of February 28, 2025, by and between Resolute Compo Holdings LLC and Resolute Holdings Management, Inc. (incorporated by reference to Exhibit 1 to the Initial Statement filed with the SEC on March 7, 2025).
2. Joint Filing Agreement, dated as of March 17, 2025, by and among the Reporting Persons. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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