Rezolve AI (RZLV) Files for Share Offering

Rezolve AI (NASDAQ: RZLV) has filed the following:

This prospectus relates to the issuance by us of up to 7,499,994 ordinary shares, par value £0.0001 (“Ordinary Shares”), issuable upon the exercise of public warrants to purchase Ordinary Shares at a price of $11.50 per share (“Public Warrants”).

We are also registering for resale by certain selling securityholders named herein (the “Selling Holders”) an aggregate of up to 185,068,790 Ordinary Shares, consisting of (i) up to 122,655,854 Ordinary Shares; (ii) up to 569,982 Ordinary Shares issuable upon the exercise of private warrants to purchase Ordinary Shares at a price of $8.00 per share (“Private Warrants” and together with the Public Warrants, the "Warrants"); (iii) 20,895,861 Ordinary Shares issuable upon the conversion of the Convertible Notes (as defined herein); (iv) 15,374,145 Ordinary Shares issuable pursuant to the advanced subscription agreements; (v) 4,838,779 Ordinary Shares issuable pursuant to an agreement with YA II PN, LTD; (vi) up to 1,071,429 Ordinary Shares issuable upon conversion of the YA Notes (as defined herein); (vii) up 400,625 Ordinary Shares issuable pursuant to the Northland Note (as defined herein) and (viii) 545,373 Ordinary Shares issuable upon the conversion of the Promissory Notes (as defined herein).

Certain of the 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 (see “Risk Factors —  Risks Related to Ownership of Ordinary Shares and Rezolve Operating as a Public Company —  The trading price of Ordinary Shares could be volatile, and the value of Ordinary Shares may decline.”). The Ordinary Shares being offered for resale pursuant to this prospectus by the Selling Holders represent approximately 107.48% of the outstanding Ordinary Shares as of the date of this prospectus, assuming the exercise of all Warrants. 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.

This prospectus provides you with a general description of such securities and the general manner in which the Selling Holders may offer or sell the securities. More specific terms of any securities that the Selling Holders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.

We will not receive any proceeds from the sale of the Ordinary Shares by the Selling Holders pursuant to this prospectus. We also will not receive any proceeds from the issuance of the Ordinary Shares by us pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Warrants to the extent such Warrants are exercised for cash. However, as of the date of this prospectus, the Public Warrants are “out-of-the money,” which means that the trading price of Ordinary Shares underlying the Public Warrants is below the $11.50 exercise price of the Public Warrants. For so long as the Public Warrants remain “out-of-the money,” we do not expect warrant holders to exercise their Public Warrants and, therefore, we do not expect to receive cash proceeds from any such exercise. See the risk factor entitled “There can be no assurance that the Public Warrants will ever be in the money at the time they become exercisable or otherwise, and they may expire worthless” for more information. We will pay the expenses, other than underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus. Our registration of the securities covered by this prospectus does not mean that either the Selling Holders will issue, offer or sell, as applicable, any of the securities.

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