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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 3, 2025
Resolute Holdings
Management, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
001-42458 |
33-1246734 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
445 Park Avenue, Suite 5B
New York, NY |
10022 |
| (Address of Principal Executive Offices) |
(Zip Code) |
(212) 256-8405
(Registrant’s
telephone number, including area code)
N/A
(Former name
or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value $0.0001 per share |
|
RHLD |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
Item 7.01 |
Regulation FD Disclosure. |
On November 3, 2025, Resolute Holdings Management,
Inc. (the “Company”), an operating management company responsible for providing management services to CompoSecure Holdings,
L.L.C. (“CompoSecure Holdings”) announced the execution by CompoSecure Holdings’ parent company, CompoSecure, Inc. (“CompoSecure”),
of a definitive agreement with entities affiliated with Platinum Equity, pursuant to which CompoSecure will combine with Husky Technologies
Limited (“Husky”), subject the conditions therein and on the terms thereof. In conjunction with the closing of the business
combination, Resolute Holdings expects to enter into a management agreement with Husky, which will become a wholly owned subsidiary of
CompoSecure Holdings, on substantially the same terms as the Company’s existing Management Agreement with CompoSecure Holdings.
In connection with the announcement of the proposed
business combination, CompoSecure made available investor presentations regarding the proposed business combination and the transactions
related thereto, which are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and which are incorporated by reference
herein.
The information in this Item 7.01, including Exhibits
99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed
to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless
of any general incorporation language in such filings.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking
statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including those
related to the anticipated business combination by CompoSecure with Husky, and the Company’s anticipated entry into a management
agreement with Husky. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily
be accurate indications of the times at, or by which, such performance or results will be achieved. The Company assumes no obligation
to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking
information, and if the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional
updates with respect thereto or with respect to other forward-looking statements. Forward-looking statements are based on information
available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties,
some or all of which are not predictable or within the Company’s control, that could cause actual performance or results to differ
materially from those expressed in the statements. Those risks and uncertainties include, without limitation, risks relating to the anticipated
business combination by CompoSecure with Husky and to the anticipated entry by the Company into a management agreement with Husky. For
a discussion of additional risks and uncertainties which could cause actual results to differ from those contained in forward-looking
statements, see the Company’s Securities and Exchange Commission (the “SEC”) filings, including but not limited to the
Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.
|
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit
No. |
|
Description |
| 99.1 |
|
Investor Call Presentation of CompoSecure, Inc. |
| 99.2 |
|
Investor Presentation of CompoSecure, Inc. |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: November 3, 2025
| |
RESOLUTE HOLDINGS MANAGEMENT, INC. |
| |
|
| |
By: |
/s/ Kurt Schoen |
| |
Name: |
Kurt Schoen |
| |
Title: |
Chief Financial Officer |
