F-1/A: Rezolve AI Limited Announces Offering of Ordinary Shares and Warrants

Rezolve AI Limited is offering up to 7,598,784 Ordinary Shares and warrants in a best-efforts offering to raise capital for working capital and general corporate purposes.

Summary

• Rezolve AI Limited is conducting a best-efforts offering of up to 7,598,784 Ordinary Shares along with warrants to purchase an equal number of Ordinary Shares.
• The offering also includes pre-funded warrants as an alternative for purchasers who would exceed a 4.99% (or 9.99%) ownership threshold.
• Each Ordinary Share or pre-funded warrant is paired with an Offering Warrant, exercisable upon issuance at a price of $ , with a five-year term, but expiring in 30 days if the 5-Day VWAP is at or above ______.
• H.C. Wainwright & Co., LLC is acting as the exclusive placement agent but is not obligated to purchase any securities.
• The offering is expected to close on December 31, 2024, but may be terminated earlier at the company's discretion.
• The company intends to use the net proceeds for working capital and general corporate purposes, including research and development.
• The Ordinary Shares and public warrants are listed on Nasdaq under the symbols RZLV and RZLVW, respectively.
• On December 17, 2024, the last reported sale price of the Ordinary Shares was $3.29 and the public warrants were $0.37.
• The offering price will be determined between the company, the placement agent, and investors at the time of pricing and may be at a discount to the current market price.

Sentiment

Score: 4

Explanation: The document contains both positive aspects (potential for growth, new offerings) and negative aspects (financial losses, dependence on partners, dilution). The overall sentiment is slightly negative due to the risks associated with the offering and the company's financial situation.

Positives

• The company has the flexibility to use the proceeds for working capital and general corporate purposes.
• The offering provides an opportunity for investors to participate in the potential growth of Rezolve AI.
• The company has signed partner agreements with Adobe, ACI, Haendlerbund, Epages, JTL, Oxid and Chatwerk and others by marketing our products to their customer base and are in discussions with significant new partners in markets around the world.

Negatives

• The offering is on a best-efforts basis, so there is no guarantee that all securities will be sold.
• The offering price may be at a discount to the current market price.
• There is no established public trading market for the Offering Warrants and Pre-Funded Warrants.
• The company has broad discretion in how the net proceeds from this offering are used.

Risks

• The company may not be able to sell all the securities offered, which may significantly reduce the amount of proceeds received.
• New investors will experience immediate and substantial dilution.
• There is no public market for the Offering Warrants or Pre-Funded Warrants.
• The company has broad discretion and flexibility in how the net proceeds from this offering are used.
• The company may need additional financing in addition to the proceeds of this offering to execute our business plan and fund operations, which additional financing may not be available on reasonable terms, or at all.

Future Outlook

The company expects to commercialize the Rezolve platform in quarter 4 of 2024, initially in South America with Grupo Carso. Revenues from Brain are also forecast to begin in Q4 2024, increasing significantly in 2025. We also expect to generate revenues in Q4 2024 in Europe, South America and the Middle East. North American revenues are forecast in Q1 2025.

Industry Context

The announcement reflects a company seeking capital in the competitive mobile commerce and AI space, where securing funding is crucial for growth and innovation.

Stakeholder Impact

• Shareholders may experience dilution.
• The company's ability to execute its business plan depends on the success of the offering.
• The company's financial condition may be affected by the use of proceeds.

Next Steps

• The company will determine the offering price in consultation with the placement agent and investors.
• The company will execute securities purchase agreements with investors.
• The company will deliver the securities upon receipt of investor funds.
• The company will use the net proceeds for working capital and general corporate purposes.

Key Dates

Keywords

Ordinary Shares, Warrants, Rezolve AI, Offering, Placement Agent, Pre-Funded Warrants, Capital Raise