F-1: Rezolve AI Files for Resale of Up to 20.2 Million Ordinary Shares Following Acquisitions

Rezolve AI plc is registering for the resale of up to 20,249,283 Ordinary Shares by selling security holders, primarily related to recent acquisitions and settlements.

Summary

• Rezolve AI plc has filed a registration statement for the resale of up to 20,249,283 Ordinary Shares by certain selling security holders.
• These shares are related to the Bluedot Acquisition (2,760,848 shares), the GroupBy Acquisition (3,999,145 shares), shares issuable to Western Alliance Bank (12,300,000 shares), Roth Capital Partners (89,290 shares), Radio Group Holding GmbH (300,000 shares), and DBLP (800,000 shares).
• The selling holders may have acquired these securities at prices substantially below the current market price, potentially leading to higher returns for them compared to public security holders who purchased at higher prices.
• Rezolve AI will not receive any proceeds from the sale of these shares, but will bear the expenses associated with the registration.
• The Ordinary Shares are traded on The Nasdaq Stock Market LLC (Nasdaq) under the symbol 'RZLV', with a closing price of $2.29 per share on May 15, 2025.
• The sale of these shares could increase the volatility of the market price of the Ordinary Shares or result in a significant decline in the public trading price of the Ordinary Shares.

Sentiment

Score: 5

Explanation: The document is neutral in tone, primarily providing factual information about the share resale. While it mentions potential risks, it doesn't express strong optimism or pessimism.

Negatives

• The sale of a large number of shares by selling security holders could increase the volatility of the market price of the Ordinary Shares or result in a significant decline in the public trading price of the Ordinary Shares.
• Certain Selling Holders may have acquired the securities registered hereunder at prices substantially below current market prices and may therefore have incentive to sell their securities in this offering.
• Public securityholders who purchased their Rezolve securities at higher prices than the Selling Holders may experience lower rates of return (if any) than the Selling Holders, due to differences in purchase prices and the potential trading price at which they may be able to sell.

Risks

• The trading price of Ordinary Shares could be volatile, and the value of Ordinary Shares may decline.
• Sales of the Ordinary Shares under the registration statement of which this prospectus is a part could result in a significant decline in the market price of our securities.
• Given the substantial number of Ordinary Shares being registered for potential resale by Selling Holders pursuant to this prospectus, the sale of shares by the Selling Holders, or the perception in the market that the Selling Securityholders of a large number of shares intend to sell shares, could increase the volatility of the market price of the Ordinary Shares or result in a significant decline in the public trading price of the Ordinary Shares.

Future Outlook

Rezolve expects to commercialize the Rezolve platform in quarter 2 of 2025, initially in Europe and the USA. Revenues from braincommerce are also forecast to begin in Q2 2025, increasing significantly in Q3 and Q4 2025. We also expect to generate revenues in Q4 2025 in South America and Asia. We expect revenues to increase in 2026 through our signed partner agreements with Microsoft, Google and others.

Industry Context

The document highlights Rezolve AI's position in the mobile commerce industry, emphasizing its AI-driven platform and strategic partnerships with major tech companies like Microsoft and Google. This aligns with the broader industry trend of leveraging AI and cloud technologies to enhance customer engagement and streamline the purchasing process.

Related Party Transactions

• The document mentions related party transactions, specifically the Bluedot Acquisition involving DBLP Sea Cow Ltd., a company wholly legally owned by Daniel Wagner and beneficially owned by John Wagner, both directors of Rezolve AI.
• The DBLP Settlement Agreement, where Rezolve AI agreed to issue Ordinary Shares to DBLP in exchange for settling amounts owed, also constitutes a related party transaction.

Stakeholder Impact

• Existing shareholders may experience dilution and increased share price volatility.
• Selling security holders may benefit from selling shares acquired at lower prices.
• The company's reputation could be affected by market perception of the share resale.

Key Dates

Keywords

Ordinary Shares, Resale, Selling Holders, Rezolve AI, Acquisition, Settlement, Volatility, Registration