Resolute Holdings Management, Inc 8-K/A, filed Mar 30, 2026

Resolute Holdings Management, Inc. (RHLD)

8-K/A 2026-03-30 For: 2026-01-12

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Added on April 04, 2026

About this 8-K/A

Resolute Holdings Management, Inc filed this 8-K/A on March 30, 2026, reporting on events of January 12, 2026.

Items reported

Item 2.01: Completed an acquisition or sale of assets
Item 9.01: Financial statements and exhibits

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Nevada	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)

¨	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))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		RHLD		NYSE

Exhibit Number		Description
99.1		Unaudited Pro Forma Consolidated Financial Information
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

RESOLUTE HOLDINGS MANAGEMENT, INC.

By:	/s/ Kurt Schoen
	Name:	Kurt Schoen
	Title:	Chief Financial Officer

	·	the consolidation of Husky Holdings by Resolute Holdings as a result of the execution of the Husky Management Agreement on January 12, 2026;
	·	the consolidation of GPGI Holdings, L.L.C. (f/k/a CompoSecure Holdings, L.L.C.) (“GPGI Holdings”) as a result of the management agreement entered into between Resolute Holdings and GPGI Holdings on February 28, 2025 (“CompoSecure Management Agreement”) as if entered into on January 1, 2025;
	·	the financing activities, including (i) the repayment on January 12, 2026 of the previously outstanding senior secured notes (the “Husky Senior Secured Notes”) and the issuance of a new Husky term loan, and (ii) the refinancing completed on January 14, 2026 in conjunction with the closing of the business combination between GPGI and Husky Technologies Limited, which included the repayment of the previously outstanding borrowings under GPGI Holdings’ credit facility (the “Old GPGI Holdings Credit Facility”) and the refinancing of approximately $2.1 billion of Husky debt (the “Assumed Husky Debt”), whereby GPGI Holdings, as borrower, entered into a new credit facility consisting of a $1.2 billion term loan maturing in 2033 (“GPGI Holdings Term Loan B”) and a $400 million revolving credit facility maturing in 2031 (the “GPGI Holdings New Revolver”) and also issued $900 million in 5.625% senior secured notes due 2033 (the “GPGI Holdings Senior Secured Notes) (collectively, the “GPGI Holdings New Debt”);
	·	other adjustments described in the notes to the Unaudited Pro Forma Consolidated Financial Statements.

	Historical Resolute Holdings				Historical Husky Holdings				Pro Forma Adjustments				Other Transaction Adjustments				Pro Forma Resolute Holdings
Assets
Current Assets:
Cash and cash equivalents	$	161.4			$	36.1			$	(137.0)		D	$	15.3		O	$	75.8
Short-term investments		44.1				-				(41.1	)	E		-				3.0
Accounts receivable		44.2				333.3				-				-				377.5
Inventories, net		44.2				248.7				82.8		F		-				375.7
Prepaid expenses and other current assets		3.7		B		21.5		B		-				-				25.2
Total current assets		297.6				639.6				(95.3)				15.3				857.2
Property & equipment, net		21.8				374.6				-				-				396.4
Goodwill		-				1,922.8				875.2		G		-				2,798.0
Intangible assets, net		-				818.5				1,051.5		H		-				1,870.0
Deposits and other assets		14.0		A		45.6		B		-				-				59.6
Total assets	$	333.4			$	3,801.1			$	1,831.4			$	15.3			$	5,981.2
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities:
Accounts payable	$	11.9			$	113.3		C	$	-			$	-			$	125.2
Deferred revenues		-				148.8				-				-				148.8
Accrued expenses		48.4				307.3		B, C		(37.4)		I		(16.2	)	P		302.1
Current portion of long-term debt		15.0				17.5				5.0		J		(25.5	)	Q		12.0
Other current liabilities		2.2		A		91.7				(81.5	)	K		12.3		R		24.7
Total current liabilities		77.5				678.6				(113.9	)			(29.4	)			612.8
Long-term debt, net of deferred financing costs		169.8				2,652.5				(780.4	)	J		101.5		Q		2,143.4
Deferred income tax liabilities		-				63.3				276.5		L		-				339.8
Other long-term liabilities		8.3		A		57.6		B		-				-				65.9
Total liabilities	$	255.6			$	3,452.0			$	(617.8	)		$	72.1			$	3,161.9
Commitments and Contingencies
Preferred stock		-				455.0				(455.0	)	K		-				-
Common stock		-				724.9				(724.9	)	M		-				-
Additional paid-in-capital		18.9				1.0				(1.0	)	M		-				18.9
Accumulated other comprehensive (loss) income		-				(52.9	)			52.9		M		-				-
Accumulated deficit		(8.3	)			(778.9	)			778.9		M		31.5		R		23.2
Treasury stock		(4.1	)			-				-								(4.1	)
Total stockholders' equity (deficit)		6.5				349.1				(349.1	)			31.5				38.0
Non-controlling interest		71.3				-				2,798.3		N		(88.3	)	S		2,781.3
Total equity (deficit)		77.8				349.1				2,449.2				(56.8	)			2,819.3
Total liabilities and stockholders' equity (deficit)	$	333.4			$	3,801.1			$	1,831.4			$	15.3			$	5,981.2

	Historical Resolute Holdings			Historical Husky				Pro Forma Adjustments				Other Transaction Adjustments				Pro Forma Resolute Holdings
Net sales	$	462.1		$	1,568.7			$	-		V	$	-		BB	$	2,030.8
Cost of sales		201.9			1,051.0				82.8		W		-				1,335.7
Gross profit		260.2			517.7				(82.8	)			-				695.1
Operating expenses:
Selling, general and administrative expenses		116.9			314.5				-		V		-		BB		431.4
Foreign currency losses		-			29.7				-				-				29.7
Income (loss) from operations		143.3			173.5				(82.8	)			-				234.0
Other (expense) income
Interest income		5.4			1.2		T		-				-				6.6
Interest expense		(13.2	)		(243.5	)	T		90.0		X		40.1		CC		(126.6	)
Embedded derivative fair value loss		-			(35.5	)			35.5		AA		-				-
Loss on assets held for sale		-			(0.3	)			-				-				(0.3	)
Amortization expense		-			-				(131.4	)	Y						(131.4	)
Amortization of deferred financing costs		(0.6	)		(13.8	)	T		13.8		X		(2.2	)	DD		(2.8	)
Total other income (expense), net		(8.4	)		(291.9	)			7.9				37.9				(254.5	)
Income (loss) before income taxes		134.9			(118.4	)			(74.9	)			37.9				(20.5	)
Income tax (expense) benefit		(0.9	)		5.2		U		(23.0	)	Z		(0.5	)	EE		(19.2	)
Income (loss) before preferred return	$	134.0		$	(113.2	)		$	(97.9	)		$	37.4			$	(39.7	)
Less: Preferred return on preference share capital		-			35.5				(35.5	)	AA		-				-
Net income (loss)		134.0			(77.7	)			(133.4	)			37.4				(39.7	)
Net income (loss) attributable to non-controlling interest	$	139.9		$	(77.7	)		$	(163.5	)		$	35.9			$	(65.4	)
Net income (loss) attributable to common stockholders		(5.9	)		-				30.1				1.5				25.7
Net income (loss) per share attributable to common stockholders - basic & diluted		(0.69	)														3.01
Weighted average shares used to compute net income (loss) per share attributable to common stockholders - basic & diluted (in thousands)		8,523															8,550

(A)	Adjustment to reflect the reclassification of the Company’s historical operating lease balances, including (i) “Right-of-use assets, net” to “Deposits and other assets”, (ii) “Current portion of lease liabilities – operating leases” to “Other current liabilities”, and (iii) “Lease liabilities – operating leases” to “Other long-term liabilities”.

(B)	Adjustment to reflect the reclassification of income tax-related balances, including (i) the reclassification of Husky’s historical current “Income taxes receivable” and the Company’s historical current “Deferred tax assets” to “Prepaid expenses and other current assets” and (ii) the reclassification of Husky’s historical long-term portion of “Income taxes receivable” and Husky’s historical “Long-term deferred income tax assets” to “Deposits and other assets”.

(C)	Adjustment to reflect the reclassification of $269.8 million of Husky historical “Accounts payable and accrued liabilities” to “Accrued expenses”.

(D)	Adjustment to reflect consideration of $137 million paid by GPGI Holdings.

(E)	Adjustment to reflect the sale of the “Short-term investments” held by GPGI Holdings for cash, the proceeds of which were contributed as part of the Transactions.

(F)	Adjustment to reflect the fair value step-up to inventories, net in connection with the Transactions.

(G)	Adjustment to reflect goodwill recognized upon consolidation of Husky Holdings as a VIE in connection with the Transactions. In accordance with ASC 805 and ASC 810, goodwill represents the excess of the estimated fair value of Husky Holdings over the preliminary fair value of identifiable assets acquired and liabilities assumed. The purchase price allocation is preliminary and subject to change.

(H)	Adjustment to reflect the fair value step-up of Husky’s identifiable intangible assets in connection with the Transactions.

(I)	Adjustment to reflect the elimination of accrued interest payable related to the Husky Senior Secured Notes and Old GPGI Holdings Credit Facility as such amounts were repaid in connection with the Transactions.

Draw of Husky DD Term Loan B	$	350.0
Draw of Husky Super Priority Revolver ($20.0 current)		50.0
Repayment of Husky Senior Secured Notes		(990.6	)
Repayment of Old GPGI Holdings Credit Facility ($15.0 current)		(184.8	)
Total Husky Debt repaid	$	(775.4	)
Impact to Current portion of long-term debt		5.0
Impact to Long-term debt		(780.4	)

(K)	Adjustment to reflect the repayment of Husky’s previously outstanding PIK preferred equity (the “Husky PIK Preferred Equity”) as part of consideration.

(L)	Adjustment to reflect the recognition of deferred income taxes resulting from the fair value adjustments recorded in connection with the purchase price allocation.

(M)	Adjustment to reflect the elimination of the historical Husky equity upon consolidation in connection with the Transactions.

(N)	The following table reflects the cumulative impact to non-controlling interest as a result of the pro forma adjustments for the period ended December 31, 2025:

Contribution of cash and common stock to GPGI Holdings(1)	$	3,224.7
Elimination of historical Husky equity		(105.9	)
Fair value adjustments		(318.9	)
Elimination of capitalized costs for Old GPGI Holdings Credit Facility		(1.6	)
Impact to Non-controlling interest	$	2,798.3

GPGI Holdings Term Loan B draw	1,200.0
GPGI Holdings Senior Secured Notes draw	900.0
GPGI Holdings New Revolver draw	75.0
GPGI Holdings new draw transaction fees	(19.6	)
Cash drawn as part of Other Transaction Adjustments	2,155.4

Repayment of Assumed Husky Debt	$	(2,123.9	)
Repayment of interest on Assumed Husky Debt		(16.2	)
Cash paid as part of Other Transaction Adjustments		(2,140.1	)
Net cash impact		15.3

GPGI Holdings Term Loan B (1)	1,200.0
GPGI Holdings Senior Secured Notes	900.0
GPGI Holdings New Cash Flow Revolver	75.0
GPGI Holdings new draw transaction fees	(19.6	)
Borrowings as part of Other Transaction Adjustments	2,155.4

Husky DD Term Loan B	$	(350.0	)
Husky Term Loan B (2)		(1,679.4	)
Husky Super Priority Revolver(2)		(50.0	)
Repayments as part of Other Transaction Adjustments		(2,079.4	)
Net debt impact		76.0

Net impact to “Long-term debt, net of deferred financing costs”			101.5
Current portion of long-term debt repaid			(25.5	)

(R)	Adjustment to reflect the impact to accumulated deficit of $43.8 million of management fee revenue from GPGI Holdings and Husky Holdings, net of taxes of $12.3 million.

(S)	The following table reflects the cumulative impact to “Non-controlling interest” as a result of the Other Transaction Adjustments for the period ended December 31, 2025:

Elimination of capitalized costs for Assumed Husky Debt		(44.5	)
Accumulated Deficit due to incremental management fee expense		(43.8	)
Impact to “Non-controlling interest”	$	(88.3	)

(V)	Husky Management Fees that would have been paid to Resolute Holdings totaling $41.8 million using historical Husky Management Agreement Adjusted EBITDA as if the Husky Management Agreement was in place as of January 1, 2025. The Husky Management Fee is eliminated in consolidation.

(W)	Adjustment to reflect the increased cost of sales due to the inventory fair value step-up.

(X)	Adjustment to reflect the reduction in interest expense and amortization of deferred financing costs resulting from the repayment of the Husky Senior Secured Notes.

(Y)	Adjustment to reflect incremental amortization resulting from the fair value adjustment to Husky’s assets in connection with the Transactions. This fair value step-up for identifiable intangible assets is amortized on a straight-line basis over the estimated remaining useful lives of the assets, which averages approximately eight years.

(Z)	Adjustment to reflect the income tax effects of the pro forma adjustments related to Husky at a rate of 26.3% and to Resolute Holdings related to management fee income due from Husky at a rate of 28%. The tax effects are based on estimated statutory tax rates, which are preliminary and subject to change as the purchase price allocation is finalized.

(AA)	Adjustment to reflect the elimination of preferred return on preference share capital and the related embedded derivative fair value loss as a result of the repayment of the Husky PIK Preferred Equity.

(BB)	Incremental management fees of $2 million that would have been paid to Resolute Holdings from GPGI Holdings as if the CompoSecure Management Agreement was in place for the stub period of January 1 through February 27, 2025. Consistent with historical presentation, management fees from the CompoSecure Management Agreement are eliminated in consolidation.

(CC)	Adjustment to reflect $126.6 million of annual interest expense associated with the GPGI Holdings New Debt as if such debt had been outstanding as of January 1, 2025, offset by the elimination of historical interest expense for the year-ended December 31, 2025 of $13.2 million and $153.5 million related to the Old GPGI Holdings Credit Facility and the Assumed Husky Debt, respectively, repaid in connection with the Transactions. Interest expense on the GPGI Holdings New Debt is calculated based on the contractual base interest rate plus the Term SOFR rate as of January 12, 2026.

(DD)	Adjustment to reflect the change in amortization of deferred financing costs resulting from the repayment of the Old GPGI Holdings Credit Facility and the incurrence of the GPGI Holdings New Debt in connection with the Transactions. Deferred financing costs associated with the GPGI Holdings New Debt are amortized on a straight-line basis over the contractual term of such debt.

(EE)	Adjustment to reflect the income tax related to the incremental management fees that would have been paid to Resolute Holdings from GPGI Holdings at a rate of 28.0%. The tax effects are based on estimated statutory tax rates, which are preliminary and subject to change as the purchase price allocation is finalized.