Form SCHEDULE 13D/A Resolute Holdings Manage Filed by: Resolute ManCo Holdings LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Resolute Holdings Management, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(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) |
08/06/2026 (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
|
| CUSIP No. |
| 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)
52.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage in Row (13) is based on 7,819,595 shares of Common Stock that were outstanding as of August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 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)
53.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage in Row (13) is based on 7,819,595 shares of Common Stock that were outstanding as of August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 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)
52.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage in Row (13) is based on 7,819,595 shares of Common Stock that were outstanding as of August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 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
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)
52.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage in Row (13) is based on 7,819,595 shares of Common Stock that were outstanding as of August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 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)
55.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage in Row (13) is based on 7,819,595 shares of Common Stock that were outstanding as of August 5, 2026.
SCHEDULE 13D
|
| 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 Amendment No. 2 (this "Amendment") to Schedule 13D (as amended, the "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").
The percentage change in Row 13 of each table above reflects the effect of a decrease in the aggregate number of shares of Common Stock outstanding, and is not the result of any transaction by the Reporting Persons. | ||
| Item 2. | Identity and Background | |
| (a) | See Row (1) of each Reporting Person's cover page. | |
| (b) | The principal business office of the Reporting Persons is 445 Park Avenue, Suite 5B, New York, NY 10022. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented as specified in Annex A. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read in its entirety as found in Annex A. | |
| (b) | Item 5(a) is hereby amended and restated to read in its entirety as found in Annex A. | |
| (c) | None. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 3: Joint Filing Agreement, dated as of August 5, 2026, by and among the Reporting Persons.
Exhibit 4: Power of Attorney, dated as of August 5, 2026. | ||
| 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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Comments accompanying signature:
* By: /s/ Thomas R. Knott, Attorney-in-fact |
ATTACHMENTS / EXHIBITS
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