SCHEDULE 13D: Investment Group Acquires Majority Stake in Resolute Holdings Management Following CompoSecure Spin-Off

A group of investors, including Resolute Compo Holdings LLC and Tungsten 2024 LLC, has acquired a collective beneficial ownership of 50.5% in Resolute Holdings Management, Inc. following its spin-off from CompoSecure, Inc.

Summary

• Resolute Holdings Management, Inc. (the "Issuer") was spun off from CompoSecure, Inc. on February 28, 2025.
• CompoSecure distributed 100% of the Issuer's Common Stock to its stockholders, with one share of Issuer stock for every twelve shares of CompoSecure Common Stock held as of the February 20, 2025 record date.
• As a result of the distribution, Resolute Compo Holdings LLC acquired 4,107,534 shares, Tungsten 2024 LLC acquired 73,330 shares, and Ridge Valley LLC acquired 125,000 shares.
• The Reporting Persons (Resolute Compo Holdings LLC, Tungsten 2024 LLC, Thomas Knott, and John Cote) collectively hold 4,305,864 shares, representing 50.5% of the Issuer's 8,525,994 outstanding Common Stock shares as of February 28, 2025.
• John Cote is the manager of Tungsten 2024 LLC (which is the managing member of Resolute Compo Holdings LLC) and Ridge Valley LLC, and Thomas Knott is a member of Resolute Compo Holdings LLC.
• The Reporting Persons share beneficial ownership due to their interrelationships and control structures.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership following a corporate spin-off, providing neutral information without positive or negative framing of financial performance or operational outlook.

Positives

• The spin-off from CompoSecure, Inc. has been completed, establishing Resolute Holdings Management, Inc. as an independent entity.
• A significant block of shares (50.5%) is now held by a cohesive group of investors, potentially providing stable oversight and strategic direction.
• A Registration Rights Agreement has been established, allowing Resolute Compo Holdings LLC and its transferees to request registration of their shares for public offering, which could provide liquidity options for these major shareholders.

Future Outlook

The Reporting Persons intend to continuously review their investments in the Issuer. They may acquire additional securities, or retain, convert, and/or sell existing holdings based on factors such as the Issuer's business, financial condition, market conditions, and alternative investment opportunities. They also reserve the right to engage in discussions with management, the Board, and stockholders regarding potential extraordinary corporate transactions, changes to capitalization, dividend or governance policies, business strategy, or changes in the Issuer's Board, officers, or personnel.

Management Comments

• "The Reporting Persons intend to review their investments in the Issuer on a continuing basis."
• "Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors..."
• "The Reporting Persons at any time and from time to time may acquire additional securities of the Issuer, or retain, convert and/or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions."
• "The Reporting Persons, their affiliates or their designees to the Issuer's board of directors... may engage in discussions with management, the Board, and stockholders of the Issuer and other relevant parties, encourage such persons to consider or explore, take a position regarding, make one or more proposals regarding, or participate in extraordinary corporate transactions and other corporate and management structures..."

Industry Context

This filing is a standard disclosure following a corporate spin-off, where a parent company separates a business unit into a new, independent public company. Such events often lead to significant changes in the new entity's ownership structure as shares are distributed to the parent company's shareholders, and large blocks may consolidate.

Corporate Governance

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• None of the Reporting Persons were a party to a civil proceeding of a judicial administrative body of competent jurisdiction or were 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 in the last five years.

Related Party Transactions

• The Registration Rights Agreement was entered into between the Issuer and Resolute Compo Holdings LLC, which is a related party due to the beneficial ownership and management interconnections (Tungsten 2024 LLC is managing member of Resolute Compo Holdings LLC, John Cote is manager of Tungsten 2024 LLC, Thomas Knott is a member of Resolute Compo Holdings LLC, and both Cote and Knott are directors of the Issuer, with Knott also being CEO).

Stakeholder Impact

• Shareholders: The concentration of over 50% beneficial ownership by a group of related entities and individuals (Reporting Persons) signifies a potential shift in control or significant influence over the Issuer's strategic direction and corporate actions. This could impact minority shareholder rights and future corporate decisions.
• Management: The Reporting Persons, including current directors John Cote and Thomas Knott (who is also CEO), have stated their intent to review investments and potentially engage in discussions regarding changes to the Issuer's business strategy, capitalization, governance, or management, which could affect the existing management team.

Next Steps

• Reporting Persons will continue to review their investment in Resolute Holdings Management, Inc.
• Reporting Persons may acquire or sell additional shares of the Issuer's Common Stock in the future.
• Reporting Persons may engage in discussions with the Issuer's management, Board, and stockholders regarding potential strategic changes, corporate transactions, or governance matters.
• Resolute Compo Holdings LLC may request the Issuer to register its shares for public offering under the Registration Rights Agreement.

Key Dates

Keywords

Resolute Holdings Management, CompoSecure, spin-off, beneficial ownership, Schedule 13D, corporate control, investment firm, Thomas Knott, John Cote, registration rights