Resolute Holdings Management Inc 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Resolute Holdings Management,Inc.(Exact name of registrant as specified in its charter) 33-1246734(I.R.S. Employer Identification No.) (State or other jurisdiction ofincorporation or organization) 445 Park Avenue,Suite 5B,New York,NY10022(Address of Principal Executive Offices); (Zip Code) (212)256-8405(Registrant’s telephone number, including area code)Securities registered pursuant to 12(b)of the Exchange Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the ExchangeAct.☐ Large acceleratedfiler◻Non-acceleratedfiler⌧ 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 financialaccounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ As of December31, 2024, the last business day of the registrant’s most recently completed fiscal quarter, there wasnoestablished public market for the registrant’s commonstock, par value $0.0001 per share. The registrant’s common stock began “regular way” trading on The Nasdaq Stock Market LLC on February28, 2025. As of March25, 2025, there were approximately8,525,998shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of PartIII of this Annual Report on Form10-K are incorporated by reference from the registrant’s definitive proxy statement (the “2025 Proxy Statement”) for its2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission no later than 120days after the end of the registrant’s fiscalyear. Table of Contents PartI Item1. Business3Item1A. Risk Factors15Item1B. Unresolved Staff Comments41Item1C. Cybersecurity41Item2. Properties41Item3. Legal Proceedings41Item4. Mine Safety Disclosures41 PartII Item5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchaseof Equity Securities42Item6. [Reserved]42Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item7A. Quantitative and Qualitative Disclosures About Market Risk53Item8. Financial StatementsF-1Item9 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure55Item9A. Controls and Procedures55Item9B. Other Information55Item9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections55 PartIII56 Item10. Directors, Executive Officers, and Corporate Governance56Item11. Executive Compensation56Item12.Securities Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters56Item13. Certain Relationships and Related Transactions, and Director Independence56Item14. Principal Accountant F