SCHEDULE 13D/A: Rezolve AI Limited Insiders Boost Stake and Back Major Convertible Note Offering

Sentiment:

Beneficial Ownership Update 19 March 2025 8:35 PM

Key insiders Daniel Wagner, John Wagner, and DBLP Sea Cow Limited have significantly increased their beneficial ownership in Rezolve AI Limited through recent share acquisitions and option grants, while Daniel Wagner has committed to support a new convertible note offering of up to $1 billion.

Capital raiseThe Company proposes to authorize the sale of a new series of convertible notes with an aggregate original principal amount of up to $1,000,000,000.This capital raise is in connection with a Securities Purchase Agreement between the Issuer and investors JBAAM Special Opportunities Fund II LLC and YA II PN, Ltd.Daniel Wagner, a key beneficial owner and 'Founder' (whose votes constitute at least 75% of total votes per company articles), has executed a Deed of Voting Undertaking to vote all his shares in favor of the necessary shareholder resolutions to authorize the allotment of securities and disapply pre-emption rights for this transaction.

Summary

Daniel Wagner's beneficial ownership in Rezolve AI Limited increased to 53,429,933 Ordinary Shares, representing 25.65% of the class outstanding as of January 28, 2025.
John Wagner's beneficial ownership increased to 49,547,417 Ordinary Shares, representing 23.79% of the class outstanding.
DBLP Sea Cow Limited's beneficial ownership increased to 48,731,428 Ordinary Shares, representing 23.4% of the class outstanding.
On November 7, 2024, DBLP Sea Cow Limited was granted 11,679,174 options to purchase Ordinary Shares under the Issuer's Long Term Incentive Plan (LTIP) at an exercise price of $0.0001 per share.
On December 17, 2024, DBLP Sea Cow Limited was issued 4,150,000 Ordinary Shares upon conversion of a previously disclosed Advanced Subscription Agreement, following a $500,000 subscription.
On February 20, 2025, DBLP Sea Cow Limited received 819,737 Ordinary Shares as consideration for the sale of Bluedot Industries, Inc. and Bluedot Industries Pty. Ltd. to Rezolve AI Limited.
On March 5, 2025, DBLP Sea Cow Limited purchased an additional 407,994 Ordinary Shares for an aggregate purchase price of $1,221,000.
On February 21, 2025, Daniel Wagner executed a Voting Undertaking, agreeing to vote all his shares (approximately 19.85% of outstanding shares) in favor of authorizing the sale of a new series of convertible notes, in connection with a Securities Purchase Agreement for up to $1,000,000,000.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. Increased insider ownership and strategic acquisitions are favorable, indicating confidence and growth. The large potential capital raise is a positive for funding future initiatives, though the associated dilution from convertible notes introduces a degree of caution.

Positives

Significant increase in beneficial ownership by key insiders (Daniel Wagner, John Wagner, DBLP Sea Cow Limited) demonstrates strong confidence in the company's future.
The acquisition of Bluedot Industries, Inc. and Bluedot Industries Pty. Ltd. indicates strategic expansion and potential for growth.
The Long Term Incentive Plan (LTIP) provides performance incentives, aligning management and participant interests with company success.
Daniel Wagner's voting undertaking to support a large convertible note offering (up to $1 billion) signals a strong commitment to securing future capital for the company's operations and growth initiatives.

Negatives

The issuance of new shares for acquisitions and conversions, along with the potential convertible note offering, could lead to significant dilution for existing shareholders.
The details of the convertible notes (e.g., conversion price, interest rates, maturity) are not fully disclosed in this filing, which could introduce uncertainty regarding future dilution and financial obligations.

Risks

**Dilution Risk**: The issuance of new Ordinary Shares and the potential future conversion of up to $1 billion in convertible notes could significantly dilute the ownership percentage of current shareholders.
**Integration Risk**: The successful integration of Bluedot Industries, Inc. and Bluedot Industries Pty. Ltd. into Rezolve AI Limited's operations is crucial for realizing the benefits of the acquisition.
**Market Reception Risk**: The success of the convertible note offering depends on market conditions and investor appetite, which could impact the terms and the company's ability to raise the full amount.
**Execution Risk**: The company's ability to effectively utilize the capital raised from the convertible notes for its strategic objectives and generate returns is subject to execution risk.
**Call Option Risk**: A portion of DBLP's shares (3,592,193) are subject to a call option by Brad Wickens, over which DBLP has no voting or investment power, potentially impacting the reporting persons' effective control.

Future Outlook

The company is pursuing a significant capital raise of up to $1 billion through convertible notes, supported by a key insider's voting commitment. This indicates a forward-looking strategy focused on securing substantial funding for future operations and growth, potentially including further strategic acquisitions or expansion initiatives.

Management Comments

Daniel Wagner, as the beneficial owner of approximately 19.85% of the Issuer's Ordinary Shares, has irrevocably undertaken to vote all his shares in favor of resolutions required to authorize the allotment of securities and disapply pre-emption rights in connection with the Convertible Note Transaction.

Industry Context

This filing reflects a common strategy in the technology and AI sectors, where companies often rely on capital raises, including convertible notes, to fund rapid growth, research and development, and strategic acquisitions. The acquisition of Bluedot Industries suggests an expansion of capabilities, potentially in areas like location-based services or customer engagement, which are critical in the evolving digital economy. The substantial capital raise indicates an aggressive growth trajectory, typical for companies aiming to scale quickly in competitive tech markets.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Voting Undertaking	Daniel Wagner, as the 'Founder' and beneficial owner of a significant portion of shares, has irrevocably undertaken to vote all his shares in favor of resolutions to authorize the allotment of securities and disapply pre-emption rights for the convertible note transaction. This effectively guarantees shareholder approval for this specific capital raise.	2025-02-21	This undertaking centralizes significant voting power with Daniel Wagner for this specific transaction, ensuring the company's ability to proceed with the large convertible note offering. It demonstrates strong insider control and commitment to the financing strategy.

Related Party Transactions

DBLP Sea Cow Limited, whose legal title is held solely by Daniel Wagner and beneficially held by John Wagner (both reporting persons and directors of DBLP), engaged in multiple transactions with Rezolve AI Limited:
Grant of 11,679,174 options under the LTIP to DBLP Sea Cow Limited.
Issuance of 4,150,000 Ordinary Shares to DBLP Sea Cow Limited upon conversion of an Advanced Subscription Agreement.
Issuance of 819,737 Ordinary Shares to DBLP Sea Cow Limited as consideration for the sale of Bluedot Industries, Inc. and Bluedot Industries Pty. Ltd. to Rezolve AI Limited.
Purchase of 407,994 Ordinary Shares by DBLP Sea Cow Limited for $1,221,000.

Stakeholder Impact

**Shareholders**: Potential for significant dilution from new share issuances and future convertible note conversions, but also potential for increased company value if capital is effectively deployed for growth and acquisitions.
**Employees**: The Long Term Incentive Plan (LTIP) provides a framework for equity-based compensation, potentially attracting and retaining talent.
**Creditors/New Investors**: The convertible note investors will become significant stakeholders, providing substantial capital but also holding rights to convert into equity, impacting the company's capital structure.

Next Steps

The Company is anticipated to request shareholder approval for resolutions related to the convertible note transaction at a general meeting, to be held after the Securities Purchase Agreement is signed but before it closes.

Key Dates

Date	Description
2021-12-17	Initial Business Combination Agreement (BCA) entered into by Armada Acquisition Corp. I, Rezolve Merger Sub and the Company.
2022-11-10	Amendment to the Business Combination Agreement.
2023-06-16	Further amended and restated Business Combination Agreement pursuant to a deed of release, amendment and restatement.
2024-08-15	Original Schedule 13D filed with the SEC.
2024-10-25	Date of Option Grant Agreement between Rezolve AI PLC and DBLP Seacow.
2024-11-07	Date DBLP Sea Cow Limited was granted 11,679,174 options to purchase shares under the LTIP; also the Date of Event Which Requires Filing of This Statement.
2024-12-17	DBLP Sea Cow Limited was issued 4,150,000 Ordinary Shares upon conversion of a previously disclosed Advanced Subscription Agreement.
2025-01-28	Date as of which 208,295,754 Ordinary Shares were outstanding, as disclosed in the Issuer's Form F-1/A filed January 29, 2025.
2025-02-04	Date of Purchase Agreement between Rezolve AI Limited and DBLP Sea Cow Ltd. (Exhibit 99.2).
2025-02-20	Closing Date for the Bluedot Purchase Agreement, where DBLP Sea Cow Limited received 819,737 Ordinary Shares.
2025-02-21	Daniel Wagner executed the Deed of Voting Undertaking; also the date of the Form of Securities Purchase Agreement (Exhibit 99.4).
2025-03-05	DBLP Sea Cow Limited purchased 407,994 Ordinary Shares for $1,221,000.
2025-03-19	Date of signing for Daniel Wagner, John Wagner, and DBLP Sea Cow Limited on the Schedule 13D Amendment.

Recommendation

hold

Keywords

Rezolve AI Limited, Schedule 13D, Beneficial Ownership, DBLP Sea Cow Limited, Daniel Wagner, John Wagner, Share Acquisition, Stock Options, Convertible Notes, Bluedot Industries, Long Term Incentive Plan, Corporate Governance, SEC Filing, Capital Raise, Strategic Acquisition

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