F-1/A: Rezolve AI Amends F-1, Details PIPE, Acquisitions & Outlook

Sentiment:

Amendment to Registration Statement 9 September 2025 5:21 PM

Rezolve AI plc filed an amended F-1 registration statement detailing a $50 million PIPE financing, recent acquisitions, strategic partnerships, and significant financial losses with a going concern warning.

Delay expectedThe registration statement's effective date is delayed until a further amendment is filed or the SEC determines effectiveness, impacting the proposed sale to the public.

Capital raiseCompleted a PIPE Financing on July 25, 2025, raising approximately $50 million in gross proceeds from the sale of 20,000,000 Ordinary Shares at $2.50 per share.Has a remaining $234.4 million on the Standby Equity Purchase Agreement (SEPA) capital commitment facility with YA II PN, LTD, which may be used for future equity issuances.Entered into a $30,000,000 senior-secured term-loan facility on January 23, 2025, with Joh. Berenberg, Gossler & Co. KG.A Securities Purchase Agreement (SPA) for up to $1 billion in Convertible Notes was entered into on February 21, 2025, though the transactions contemplated by this SPA did not close and no investor capital was contributed.

Worse than expectedThe company reported a net loss of $172.6 million for the year ended December 31, 2024, a substantial increase from $30.7 million in 2023.An accumulated deficit of $232.1 million and a working capital deficit of $44.8 million as of December 31, 2024, indicate severe financial challenges.Management explicitly stated that conditions raise substantial doubt about the company's ability to continue as a going concern.

Summary

Rezolve AI plc filed an Amendment No. 1 to its Form F-1 registration statement, primarily for the resale of up to 20,000,000 Ordinary Shares by certain selling security holders.
The company completed a Private Investment in Public Equity (PIPE) financing on July 25, 2025, raising approximately $50 million in gross proceeds from the sale of 20,000,000 Ordinary Shares at $2.50 per share.
Rezolve AI acquired Bluedot Industries, Inc., Bluedot Industries Pty. Ltd., and Bluedot Innovation Pty. Ltd. (collectively 'Bluedot') in February and March 2025, issuing 2,760,848 ordinary shares as consideration.
The company also acquired GroupBy Inc. and GroupBy International Ltd. (collectively 'GroupBy') in March 2025, issuing 3,999,902 ordinary shares to the sellers.
Strategic partnerships were announced with Microsoft (October 3, 2024) for global availability of Rezolve's Brain Suite on Azure, and Google Cloud (November 20, 2024) for reselling Rezolve's AI solutions.
A partnership with Tether was announced in November 2024 to integrate digital currency capabilities into Rezolve's Brain Checkout wallet, aiming to eliminate traditional merchant fees.
Rezolve AI reported a net loss of $172.6 million for the year ended December 31, 2024, significantly higher than the $30.7 million loss in 2023.
The company had an accumulated deficit of $232.1 million and a working capital deficit of $44.8 million as of December 31, 2024.
Management has identified conditions that raise substantial doubt about the company's ability to continue as a going concern, contingent on successful execution of plans to improve liquidity and profitability.
Current revenue is primarily derived from transaction fees from ticketing sales for La Liga football events in Spain, totaling $187,788 in 2024.

Sentiment

Score: 3

Explanation: Despite strategic acquisitions and partnerships, the company faces severe financial distress with a significant net loss, accumulated deficit, and explicit going concern warning. The failure of a major financing transaction and ongoing legal disputes further weigh down the sentiment, overshadowing potential future growth.

Positives

Successfully completed a $50 million PIPE financing, providing additional capital.
Strategic acquisitions of Bluedot and GroupBy expand the company's mobile location technology and eCommerce search/product discovery SaaS capabilities.
Formed significant strategic partnerships with industry leaders Microsoft and Google, which are expected to drive future revenue growth and market penetration.
Partnership with Tether aims to revolutionize retail payments by integrating cryptocurrency and potentially reducing merchant fees.
Rezolve's AI platform, including Brain Commerce, Brain Checkout, and Brain Assistant, offers cutting-edge solutions for conversational commerce, personalized experiences, and frictionless checkout.
The proprietary 'brainpowa' Large Language Model (LLM) is engineered for commerce, utilizing 300 billion tokens and 30 billion parameters, with patented validation to eliminate hallucinations.
The platform is designed for high scalability, reliability, and performance, with robust security measures including PCI DSS Level 1 compliance and data encryption.
Plans for commercialization of the Rezolve platform in Q3 2025, initially in Europe and the USA, with expected revenue increases in Q4 2025 from South America and Asia, and further growth in 2026 from partner agreements.

Negatives

Reported a substantial net loss of $172.6 million for the year ended December 31, 2024, a significant increase from $30.7 million in 2023.
Accumulated deficit reached $232.1 million and working capital deficit was $44.8 million as of December 31, 2024, indicating severe financial distress.
Management has identified substantial doubt about the company's ability to continue as a going concern, contingent on future capital raises and revenue generation.
Current revenue generation is limited and highly concentrated, with 100% of 2024 revenue derived from a single agreement for La Liga football ticketing in Spain.
General and administrative expenses increased by $113.44 million (631%) in 2024, primarily due to $60.5 million in share-based payments to related parties and $34.2 million in legal/professional fees related to the Pre-Closing Demerger and Business Combination.
Interest expense increased by $5.77 million (120%) in 2024, driven by senior secured convertible notes and unsecured convertible loans.
Incurred a loss on extinguishment of $44.33 million in 2024, primarily from amending conversion prices of convertible notes.
The proposed $1 billion financing through convertible notes (February SPA) did not close, and no investor capital was contributed, leading to legal disputes.

Risks

Limited revenues from existing channels and no guarantee of attracting and retaining new merchants or increasing sales.
Early-stage company with a history of financial losses and expectations of significant expenses and continuing losses for the foreseeable future.
Adverse impact of worldwide economic conditions, including inflation and geopolitical conflicts, on business, operating results, and financial condition.
Difficulty in evaluating current business and future prospects due to limited operating history in a new and developing market.
Growth depends on the success of strategic relationships with third parties, which may not perform as expected or may terminate agreements.
Markets for offerings are new and evolving, and future success is dependent on market growth and effective adaptation to changing conditions.
Business could be harmed by failure to manage growth effectively, including demands on operational infrastructure and maintaining corporate culture.
Limited experience with solutions or pricing models makes it difficult to accurately predict optimal pricing to attract and retain merchants.
Business model may make it difficult to accurately assess financial position and results of operations due to revenue recognition over subscription periods.
Susceptibility to risks associated with international sales and platform use in various countries, including compliance with conflicting laws, exchange rate fluctuations, and intellectual property protection.
Exposure to risks related to AI systems efficiency, disclosure, and changes to the political and regulatory framework for AI technology.
Operating results are expected to be subject to seasonal fluctuations due to merchant transaction-based revenues.
Failure to improve and enhance platform functionality, performance, reliability, design, security, and scalability could adversely affect the business.
Inability to compete successfully against current and future competitors with longer operating histories, larger customer bases, and greater resources.
Payment transactions on the platform may be subject to costly and difficult regulatory requirements and other risks, including fraudulent transactions and chargebacks.
Acquisitions and investments could divert management's attention, result in operating difficulties and dilution, and disrupt operations.
Need to raise additional funds to pursue growth strategy or continue operations, with no assurance of obtaining capital on acceptable terms.
Failure to effectively develop and expand marketing, sales, customer service, and content management capabilities could harm customer acquisition and market acceptance.
Inability to meet service-level commitments to customers could negatively impact current and future revenues and damage reputation.
No intention to pay dividends for the foreseeable future, meaning investors may only receive returns through share price appreciation.
Risks associated with international expansion, including adapting to different market characteristics, intellectual property protection, and foreign currency fluctuations.
Potential adverse impact of regional or global health pandemics on business, results of operations, and financial performance.
Inability to hire, retain, and motivate qualified personnel, especially those with technical and engineering skills, could adversely affect the business.
Dependence on the continued services and performance of senior management and other key employees, with loss potentially delaying strategic objectives.
Reliance on consumers' and merchants' willingness to use the internet and mobile devices for commerce, with any decline adversely affecting the business.
Software or platform errors, defects, security vulnerabilities, or bugs could lead to revenue loss, market acceptance issues, and significant liability.
Denial of service attacks or security breaches could delay or interrupt service, harm reputation, and subject the company to significant liability.
Reliance on a limited number of third-party data centers, with any disruption harming the business.
Changes to technologies used in the platform or new versions of operating systems/internet browsers could adversely impact user interface.
Reliance on third-party computer hardware, software, and services, with any loss or failure potentially delaying solutions or disrupting business.
Inability to maintain compatibility of the platform with third-party applications used by customers could lead to revenue decline.
If solutions do not operate effectively on mobile devices, merchant and customer satisfaction could decrease, harming the business.
Compromise or unauthorized access to personal data of merchants and customers could harm reputation and expose the company to liability, including significant fines under GDPR.
Failure to effectively maintain, promote, and enhance the Rezolve brand could harm business and competitive advantage.
Activities of merchants or content of their shops could damage the brand, subject the company to liability, and harm business/financial results.
Failure to maintain a consistently high level of customer service could harm brand, business, and financial results.
Inability to maintain or protect intellectual property rights and proprietary information, or prevent unauthorized third-party use.
Subject to claims by third parties of intellectual property infringement, which could be costly and disruptive.
Use of open-source software could negatively affect ability to sell solutions and subject the company to litigation.
Claims for indemnification by directors and officers may reduce available funds to satisfy third-party claims.
Subject to anti-corruption and anti-bribery laws, with non-compliance leading to fines, penalties, and reputational damage.
Enhanced trade tariffs, import/export restrictions, or other trade barriers may materially harm the business.
Involvement in legal proceedings and commercial disputes, such as the civil complaint by JBAAM and YA II PN, Ltd., could have an adverse impact on profitability and financial position.
Certain provisions of the Articles and English law could deter takeover attempts.
The trading price of Ordinary Shares could be volatile, and the value may decline due to various factors.
A sustained market for securities may not be maintained, adversely affecting liquidity and price.
No assurance of compliance with Nasdaq's continued listing standards, potentially leading to delisting.
Negative reports from securities or industry analysts could cause share price and trading volume to decline.
As an emerging growth company, reliance on reduced disclosure requirements may make Ordinary Shares less attractive to investors.
As a foreign private issuer, reliance on exemptions from certain Nasdaq corporate governance standards may afford less protection to shareholders.
Loss of foreign private issuer status in the future could result in significant additional cost and expense.
Issuance of additional Ordinary Shares in connection with financings, acquisitions, investments, or stock incentive plans will dilute all other shareholders.
Increased costs and management time devoted to compliance as a public company.
U.S. holders owning 10% or more of equity interests may be subject to adverse U.S. federal income tax consequences under controlled foreign corporation (CFC) rules.
U.S. shareholders may suffer adverse tax consequences if classified as a passive foreign investment company (PFIC).
The IRS may assert that Rezolve should be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.

Future Outlook

Rezolve AI expects to commercialize its platform in Q3 2025, initially in Europe and the USA. Revenues from Brain Commerce are forecast to begin in Q3 2025, increasing significantly in Q4 2025, with additional revenues expected in Q4 2025 from South America and Asia. The company anticipates increased revenues in 2026 through signed partner agreements with Microsoft, Google, and others. Future growth is also expected from scaling existing channels, winning new distribution channels (Telcos, banks), adding new offering features, upsell/cross-sell strategies, and selective strategic acquisitions.

Management Comments

We are recognized to stand at the vanguard of the mobile commerce industry, providing an engagement platform, powered by cutting-edge artificial intelligence and machine learning.
We believe we have harnessed the transformative potential of artificial intelligence, redefining the landscape of mobile commerce and engagement.
We remain committed to driving forward the digital commerce industry, shaping a future where technology and commerce intersect seamlessly for the benefit of both businesses and consumers.
Our ability to continue as a going concern is contingent upon successful execution of management's intended plan over the next twelve months to improve liquidity and profitability, which includes seeking additional capital, generating revenue, reducing expenses, and limiting capital expenditures.

Industry Context

The announcement relates to a company operating in the rapidly evolving mobile and conversational commerce industry, which is experiencing significant growth driven by the global proliferation of mobile devices and increasing consumer engagement through digital channels. Rezolve AI's focus on AI-powered solutions, frictionless checkout, and omnichannel interactions directly addresses key industry trends such as the consumer's expectation for seamless online-to-offline (O2O) experiences and the merchant's need for direct customer engagement and differentiation. The strategic partnerships with tech giants like Microsoft and Google position Rezolve AI to leverage broader industry infrastructure and reach, while the Tether partnership taps into the emerging trend of cryptocurrency in mainstream commerce. The market is characterized by intense competition and a need for continuous innovation to meet evolving consumer and merchant demands.

Comparison to Industry Standards

The company believes no individual competitor or AI/LLM company offers an integrated, cloud-based commerce platform with comparable functionality to its eCommerce-specific AI platform, which provides a fully conversational discovery experience and connects upper and lower funnel journeys for an end-to-end user experience.
Competitors such as Shopify or BigCommerce, or individual merchants, may piece together technology from other companies, including AI-driven search and relevance platforms or digital assistants like Cohere or Zoovu, which overlap with some of Rezolve's functions.
The filing does not provide specific comparative financial metrics or market share data against named competitors or global benchmarks to assess performance relative to industry standards.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Non-Executive Director	Igor Lychagov	NA	May 19, 2023	Resignation

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	Board of directors is comprised of eight directors, with five independent directors. Daniel Wagner serves as Chairman, Anthony Sharp as Deputy Chairman. Board is divided into three classes serving staggered three-year terms.	August 15, 2024 (post-Business Combination)	Staggered board terms can deter hostile takeovers, providing stability but potentially limiting shareholder influence on board changes.
Committee Establishment	Established an Audit Committee (chaired by Sir David Wright), a Remuneration Committee (chaired by Steve Perry), and a Nominating and Corporate Governance Committee (chaired by Derek Smith).	Post-Business Combination Closing	Enhances corporate oversight and compliance with public company standards, though foreign private issuer exemptions allow for less stringent adherence to some Nasdaq rules.
Foreign Private Issuer Status	Qualifies as a foreign private issuer, allowing reliance on home country corporate governance practices in lieu of certain Nasdaq requirements (e.g., quarterly reports, proxy solicitation rules, insider trading reports, shareholder approval for certain issuances).	Ongoing	Reduces compliance burden but may afford less protection or information to U.S. shareholders compared to domestic issuers.
Emerging Growth Company Status	Qualifies as an emerging growth company, allowing reduced disclosure requirements (e.g., auditor attestation, executive compensation details, fewer years of audited financials). Elected not to opt out of the extended transition period for new accounting standards.	Ongoing	Reduces reporting burdens and costs but may make financial statements difficult to compare with non-emerging growth companies and potentially less attractive to some investors.
Controlled Company Status	Daniel Wagner, the founder and CEO, controls 75% of the voting power, making Rezolve a controlled company under Nasdaq rules. This allows exemptions from certain corporate governance requirements (e.g., majority independent board, independent compensation/nominating committees).	Post-Business Combination Closing	Centralizes control with the founder, potentially streamlining decision-making but reducing independent oversight and shareholder protections typically associated with public companies.
Share Capital Reduction	On February 26, 2025, the board resolved to reduce additional paid-in-capital by $200,000,000, recapitalizing it to accumulated deficit.	February 26, 2025	A technical accounting adjustment that impacts the equity structure by reducing additional paid-in capital and increasing the accumulated deficit, potentially reflecting past losses more directly in the capital structure.

Legal Proceedings

A civil complaint was filed against the company and Daniel Wagner on July 16, 2025, in the Supreme Court of the State of New York, New York County, by JBAAM Special Opportunities Fund II LLC and YA II PN, Ltd. (Plaintiffs).
The complaint alleges breach of Sections 4(a) and 4(aa) of a Securities Purchase Agreement (February SPA) dated February 21, 2025, related to a proposed $1 billion financing for Bitcoin purchases by a subsidiary, which never closed.
Plaintiffs seek damages to be determined at trial, with statements suggesting potential harm in the hundreds of millions of dollars, though the company believes these claims are without merit as no capital was committed or shares issued.
The company filed a motion to dismiss the complaint on August 25, 2025, and intends to vigorously defend the matter and pursue counterclaims.
The company initiated its own claims against YA II PN, Ltd., Andrew Weksler, and JBAAM Special Opportunities Fund II, LLC on August 29, 2025, in the Supreme Court of the State of New York, New York County, alleging breaches of the Standby Equity Purchase Agreement (SEPA) and interference with financing efforts.

Related Party Transactions

DBLP Sea Cow Ltd., wholly legally owned by CEO Daniel Wagner, was involved in the First Bluedot Acquisition, receiving 819,737 ordinary shares as consideration.
DBLP Sea Cow Ltd. also received 800,000 Ordinary Shares in February 2025 as full and final settlement of $5,958,593.22 owed to it.
Daniel Wagner had unsecured interest-free loans to the company totaling $4,655,144 outstanding as of December 31, 2024.
Igor Lychagov (former non-executive director) had unsecured convertible loans, which were added to senior secured convertible notes and subsequently converted into ordinary shares.
Share-based compensation issued to related parties, including DBLP Sea Cow Ltd., totaled $63,001,392 in 2024.
Promissory notes were issued to certain persons, including Apeiron Investment Group Ltd and certain related parties of Rezolve, in February 2024.
Outstanding amounts due to related parties as of December 31, 2024, included $137,019 to Arthur Yao and $17,433 to Steve Perry.

Stakeholder Impact

Shareholders face significant dilution risk from past and potential future equity issuances, including the recent PIPE financing and conversions of debt to equity.
Existing public shareholders may experience lower rates of return than selling holders due to differences in purchase prices and potential trading price volatility.
Shareholders are exposed to substantial financial risk due to the company's significant losses, accumulated deficit, and going concern warning.
Employees and consultants are impacted by share-based compensation plans, which are a key component of overall compensation and retention efforts.
Customers (merchants and consumers) are targeted by the company's AI-powered platform for enhanced engagement, frictionless transactions, and personalized experiences, aiming to improve loyalty and sales.
Partners (Microsoft, Google, Tether) are critical for distribution, technology integration, and revenue generation, with their success directly impacting Rezolve's growth.
Creditors, particularly holders of convertible notes and the new senior-secured term-loan facility, are exposed to the company's financial health and ability to meet repayment obligations.
Regulatory bodies are involved due to SEC filing requirements, corporate governance standards, and compliance with various laws (e.g., data protection, anti-corruption, payment processing).

Next Steps

Commercialize the Rezolve platform in Q3 2025, initially in Europe and the USA.
Generate revenues from Brain Commerce starting in Q3 2025, with significant increases expected in Q4 2025.
Expand revenue generation in South America and Asia in Q4 2025.
Increase revenues in 2026 through signed partner agreements with Microsoft, Google, and others.
Continue efforts to improve liquidity and profitability, including seeking additional capital, generating revenue from technology, reducing expenses, and limiting capital expenditures.
Vigorously defend against the civil complaint filed by JBAAM Special Opportunities Fund II LLC and YA II PN, Ltd., including pursuing counterclaims.
Manage repayment of the $30,000,000 senior-secured term-loan facility, with the first installment due August 15, 2025.

Key Dates

Date	Description
December 17, 2021	Initial Business Combination Agreement date.
February 23, 2023	Rezolve Limited entered into a $250 million Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD.
May 25, 2023	Company offered an advanced subscription agreement for ordinary shares (Rights Issue).
August 4, 2023	Business Combination Agreement amended.
November 20, 2023	Company engaged Cantor Fitzgerald as financial and capital markets advisor.
February 2, 2024	SEPA amended and restated, Rezolve AI Limited joined as party, and a $2.5 million convertible note (YA Note) was issued to YA.
February 2024	Promissory Notes with total principal amount of $2,877,319 issued to certain persons, including Apeiron Investment Group Ltd and related parties.
July 4, 2024	Pre-Closing Demerger completed, transferring Rezolve Limited's business and assets (excluding China business) to Rezolve AI plc.
July 30, 2024	Company issued a promissory note to Northland Securities, Inc. for $5,141,250.
August 14, 2024	Company issued a promissory note to Cohen & Company Financial Management LLC for $3,144,883. Also, Company issued a promissory note to J.V.B. Financial Group, LLC for $7,500,000.
August 15, 2024	Business Combination with Armada Acquisition Corp. I consummated. Ordinary Shares and Public Warrants began trading on Nasdaq under RZLV and RZLVW. Armada Warrants exchanged for Rezolve Warrants.
September 6, 2024	YA and Rezolve amended and restated the YA Agreement (Second A&R YA Agreement) to incorporate additional prepaid advances.
September 9, 2024	Rezolve issued YA a promissory note for $5,000,000 (Second YA Note).
October 3, 2024	Company announced a commercial agreement with Microsoft Corporation.
November 20, 2024	Company announced a commercial agreement with Google Cloud EMEA Ltd.
November 29, 2024	Rezolve issued YA a promissory note for $2,500,000 (Third YA Note).
December 5, 2024	Igor Lychagov converted $8,000,000 of senior secured convertible notes into ordinary shares. Company issued 17,354,231 ordinary shares to Cantor Fitzgerald to settle the Armada fee.
December 17, 2024	Company, Apeiron Investment Group Ltd., and Bradley Wickens entered an agreement to amend the Loan Note Instrument, revising conversion price for $41 million of notes to $2 per share.
December 23, 2024	Company completed a registered offering of 5,000,000 Ordinary Shares and 5,000,000 Offering Warrants at $3.00 per unit.
December 27, 2024	10,840,974 ordinary shares issued to settle $20,756,439 principal and $925,510 interest of senior secured convertible notes.
December 30, 2024	Company repaid $1,472,231 of principal and interest on promissory notes.
December 31, 2024	Fiscal year end. Financial statements reflect significant losses and going concern warning.
January 15, 2025	Further 3,009,849 ordinary shares issued to settle senior secured convertible notes.
January 23, 2025	Company entered into a $30,000,000 senior-secured term-loan facility with Joh. Berenberg, Gossler & Co. KG.
January 24, 2025	Company issued 171,429 ordinary shares to a subscriber of the rights issue.
January 26, 2024	Two unsecured convertible loans from Igor Lychagov were added to the company's senior secured convertible notes, rounded to $8,000,000.
January 30, 2025	Company settled promissory note with Northland Securities by issuing 391,681 ordinary shares and paying $3,500,000 cash.
February 4, 2025	Rezolve entered into the First Bluedot Purchase Agreement.
February 5, 2025	$2,705,929 in principal and interest outstanding under YA Notes settled in 1,413,946 Ordinary Shares.
February 7, 2025	Company entered into DBLP Settlement Agreement, agreeing to issue 800,000 Ordinary Shares for $5,958,593.22 owed to DBLP.
February 10, 2025	Promissory note with Cohen & Company Financial Management LLC settled by issuing ordinary shares.
February 11, 2025	Rezolve entered into the GroupBy Purchase Agreement.
February 13, 2025	Further 7,987,374 ordinary shares issued to settle senior secured convertible notes.
February 20, 2025	Rezolve closed the First Bluedot Acquisition.
February 21, 2025	Company entered into a Securities Purchase Agreement (SPA) with investors for up to $1 billion of Convertible Notes.
February 26, 2025	Board of directors passed a resolution to reduce additional paid-in-capital by $200,000,000, recapitalizing it to accumulated deficit. Also, Company issued 778,165 ordinary shares to settle $2,000,000 of principle outstanding to the JVB promissory note.
March 17, 2025	Rezolve entered into and closed the Second Bluedot Acquisition.
March 25, 2025	Rezolve closed the GroupBy Acquisition.
March 28, 2025	Rezolve AI Limited re-registered as a public limited company, changing its name to Rezolve AI plc.
August 15, 2025	First monthly installment of $6,000,000 due for the senior-secured term-loan facility.
September 9, 2025	Date of filing of Amendment No. 1 to Form F-1 Registration Statement.

Recommendation

strong sell

The company exhibits severe financial distress, evidenced by a net loss of $172.6 million in 2024, a substantial accumulated deficit, and an explicit going concern warning from management. While strategic acquisitions and partnerships offer long-term potential, the immediate financial instability, heavy reliance on future capital raises, and ongoing significant legal disputes (including a $1 billion financing that failed to close) present overwhelming risks. The stock's current price of $4.62, compared to the PIPE price of $2.50, suggests a potential overvaluation given the underlying financial challenges and the incentive for selling holders to offload shares. The high volatility and delisting risk further compound the negative outlook, making it an unsuitable investment for risk-averse investors.

Keywords

Rezolve AI, F-1/A, SEC Filing, PIPE Financing, Acquisitions, Bluedot, GroupBy, Microsoft Partnership, Google Cloud Partnership, Tether Partnership, AI Platform, Conversational Commerce, Mobile Commerce, Fintech, SaaS, Risk Factors, Going Concern, Net Loss, Nasdaq, RZLV, Corporate Governance, Legal Proceedings, Capital Raise

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