F-1: Rezolve AI Limited Files for Offering of Ordinary Shares and Warrants

Rezolve AI Limited, a mobile commerce platform provider, has filed for a best-efforts offering of ordinary shares and warrants, aiming to raise capital for working capital and general corporate purposes.

Summary

• Rezolve AI Limited has filed for a best-efforts offering of ordinary shares and warrants.
• The offering includes ordinary shares, warrants to purchase ordinary shares, and pre-funded warrants as an alternative to ordinary shares for certain investors.
• The assumed public offering price for each ordinary share and accompanying warrant is $ , with the warrant exercisable at $ per share.
• Pre-funded warrants are offered to investors who would otherwise exceed a 4.99% (or 9.99%) ownership threshold, exercisable at $0.0001 per share.
• The offering is being managed by a placement agent on a best-efforts basis, with no minimum offering requirement.
• The company intends to use the net proceeds for working capital, general corporate purposes, and potential acquisitions.
• Rezolve AI Limited is an emerging growth company and a foreign private issuer, which allows for certain exemptions from U.S. reporting requirements.

Sentiment

Score: 4

Explanation: The document presents a mix of positive and negative aspects. While it highlights the company's innovative technology and growth potential, it also acknowledges significant risks, financial losses, and uncertainties. The best-efforts nature of the offering and the lack of a trading market for the warrants contribute to a cautious outlook.

Positives

• The offering provides Rezolve with an opportunity to raise capital for its business operations.
• The inclusion of pre-funded warrants offers flexibility for investors with ownership limitations.
• The company has signed partner agreements with Adobe, ACI, Haendlerbund, Epages, JTL, Oxid and Chatwerk and others.
• Rezolve expects to generate revenues in Q4 2024 in Europe, South America and the Middle East and North American revenues are forecast in Q1 2025.

Negatives

• The offering is on a best-efforts basis, with no guarantee of raising the full amount.
• There is no established public trading market for the Offering Warrants and Pre-Funded Warrants.
• The company has a history of financial losses and expects to incur significant expenses and continuing losses for the foreseeable future.
• The company has generated limited revenues from existing channels and there is no guarantee that it will be able to attract and retain new merchants and increase sales to new merchants.

Risks

• Rezolve has a limited operating history and may not be able to compete successfully against current and future competitors.
• The company is dependent on third-party relationships and may be harmed if these relationships are terminated or modified.
• Rezolves business is susceptible to risks associated with international sales and the use of its platform in various countries.
• Rezolve may need to raise additional funds to pursue its growth strategy or continue its operations, and Rezolve may be unable to raise capital when needed or on acceptable terms.
• Rezolve will have broad discretion in the use of proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return.
• Rezolve does not intend to pay dividends for the foreseeable future.

Future Outlook

Rezolve expects to commercialize its platform in Q4 2024, with revenues from Brain also starting in Q4 2024 and increasing in 2025. Revenues are expected in Europe, South America, and the Middle East in Q4 2024, and in North America in Q1 2025.

Management Comments

• The directors of the Company have taken all reasonable care to ensure that the facts stated in this prospectus are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion.
• The directors accept responsibility accordingly.

Industry Context

The document highlights Rezolves position in the mobile commerce industry, emphasizing the use of AI and machine learning to enhance consumer engagement. It also notes the increasing importance of mobile devices in commerce and the need for seamless omnichannel experiences.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards.
• However, it does mention that Rezolve faces competition from companies with longer operating histories, larger customer bases, greater brand recognition, more experience and more extensive commercial relationships in certain jurisdictions, and greater financial, technical, marketing and other resources than Rezolve.

Stakeholder Impact

• Shareholders face the risk of dilution and potential loss of investment.
• Employees may be affected by potential restructuring and changes in compensation.
• Customers may benefit from the innovative technology but also face risks related to service disruptions or security breaches.
• Suppliers and creditors may be impacted by the companys financial performance and ability to meet its obligations.

Next Steps

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

Key Dates

Keywords

mobile commerce, artificial intelligence, AI, warrants, ordinary shares, pre-funded warrants, SaaS, digital engagement, mobile payments, e-commerce