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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):
September 5, 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
(Address of Principal Executive Offices) |
10022
(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 |
|
The Nasdaq Stock Market LLC |
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 ☒
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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On September 5, 2025, Resolute Holdings Management, Inc. (the
“Company” or “Resolute”), acting pursuant to authorization from its Board of Directors, notified the Nasdaq
Stock Market, LLC (“Nasdaq”) of its determination to voluntarily withdraw the principal listing of the Company’s
Common Stock, par value $0.0001 per share (the “Common Stock”), from Nasdaq and transfer the listing to the New York
Stock Exchange (the “NYSE”). The Company expects that the listing and trading of the Common Stock on Nasdaq will cease
at the close of trading on September 22, 2025, and that the listing and trading of the Common Stock on the NYSE will commence at
market open on September 23, 2025.
The Common Stock has been approved for listing on the NYSE, where
it will continue to trade under the stock symbol “RHLD.”
| Item 7.01 | Regulation FD Disclosure. |
On September 8, 2025, the Company issued a press release
announcing the anticipated transfer of the principal listing of the Common Stock to the NYSE. A copy of the press release is
furnished herewith as Exhibit 99.1 and incorporated herein by reference to this Item 7.01.
The information contained in Item 7.01, including Exhibit 99.1, 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 the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the
Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such filing.
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 transfer of the primary listing of the Common Stock to the NYSE. 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 transfer of the primary listing of the Common Stock to the NYSE. 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 |
|
Press release, dated September 8, 2025, issued by Resolute Holdings Management, 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: September 8, 2025
| |
RESOLUTE HOLDINGS MANAGEMENT, INC. |
|
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By: |
/s/
Kurt Schoen |
|
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Name: |
Kurt Schoen |
|
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Title: |
Chief Financial Officer |
|
