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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Resolute Holdings Management, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (the "Common Stock") (Title of Class of Securities) |
76134H101 (CUSIP Number) |
03/14/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 76134H101 |
| 1 | Names of Reporting Persons
LOCUST WOOD CAPITAL ADVISERS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
547,128.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: #6 Includes 218,518 shares of Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
#8, #9 Includes 368,852 shares of Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
SCHEDULE 13G
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| CUSIP No. | 76134H101 |
| 1 | Names of Reporting Persons
Locust Wood Capital, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
141,666.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 76134H101 |
| 1 | Names of Reporting Persons
Locust Wood Ultra Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,610.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 76134H101 |
| 1 | Names of Reporting Persons
LWCA Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
547,128.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: #6 Includes 218,518 shares of Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
#8, #9 Includes 368,852 shares of Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
SCHEDULE 13G
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| CUSIP No. | 76134H101 |
| 1 | Names of Reporting Persons
LWCA Partners GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
547,128.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: #6 Includes 218,518 shares of Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
#8, #9 Includes 368,852 shares of Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
SCHEDULE 13G
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| CUSIP No. | 76134H101 |
| 1 | Names of Reporting Persons
Stephen Errico | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
547,128.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: #6 Includes 218,518 shares of Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
#8, #9 Includes 368,852 shares of Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Resolute Holdings Management, Inc. | |
| (b) | Address of issuer's principal executive offices:
445 PARK AVENUE, SUITE 5B, NEW YORK, New York, 10022 | |
| Item 2. | ||
| (a) | Name of person filing:
The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"):
Locust Wood Capital, LP ("LW Capital");
Locust Wood Ultra Fund, LP ("LW Ultra");
Locust Wood Capital Advisers, LLC ("LW Capital Advisers");
LWCA Partners LP ("LWCA");
LWCA Partners GP LLC ("LWCA GP"); and
Stephen Errico, a United States citizen ("Mr. Errico").
LW Capital Advisers acts as the investment manager of LW Capital and LW Ultra and certain other managed client accounts (the "Managed Accounts"). LWCA acts as the sole member of LW Capital Advisers. LWCA GP acts as the general partner of LWCA. Mr. Errico acts as the managing member of LWCA GP.
By virtue of these relationships, LW Capital Advisers, LWCA, LWCA GP and Mr. Errico may be deemed to have dispositive power with respect to shares of Common Stock (as defined below) held in LW Capital, LW Ultra and the Managed Accounts, and voting power with respect to the shares of Common Stock held in LW Capital, LW Ultra and certain of the Managed Accounts. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 90 Park Avenue, 27th Floor, New York, NY 10016. | |
| (c) | Citizenship:
Each of LW Capital, LW Ultra and LWCA is a Delaware limited partnership. Each of LW Capital Advisers and LWCA GP is a Delaware limited liability company. Mr Errico is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share (the "Common Stock") | |
| (e) | CUSIP No.:
76134H101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of April 3, 2025, LW Capital beneficially owned 141,666 shares of Common Stock.
As of April 3, 2025, LW Ultra beneficially owned 36,610 shares of Common Stock.
LW Capital Advisers, as the investment manager of LW Capital and LW Ultra, may be deemed to have beneficially owned the 141,666 shares of Common Stock held by LW Capital and the 36,610 shares of Common Stock held by LW Ultra, as well as 368,852 shares of Common Stock held by the Managed Accounts.
LWCA, as the sole member of LW Capital Advisers, may be deemed to have beneficially owned the 547,128 shares of Common Stock beneficially owned by LW Capital Advisers.
LWCA GP, as the general partner of LWCA, may be deemed to have beneficially owned the 547,128 shares of Common Stock beneficially owned by LWCA.
Mr. Errico, as the managing member of LWCA GP, may be deemed to have beneficially owned the 547,128 shares of Common Stock beneficially owned by LWCA GP. | |
| (b) | Percent of class:
The following percentage is based on 8,525,998 shares of Common Stock outstanding as of March 25, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2025.
As of April 3, 2025, the Reporting Persons may be deemed to have beneficially owned approximately 6.4% of the outstanding Common Stock. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-8. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-8. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-8. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-8. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Exhibit Information
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Exhibit 99.1 - Ex. A Joint Filing Agreement |