IPO - REZOLVE AI Ltd
Form Type: F-1
Filing Date: 2025-05-16
Corporate Action: Ipo
Type: New
Accession Number: 000095017025073708
Filing Summary: Rezolve AI plc has filed a registration statement for an IPO under the Securities Act of 1933. The registration entails the potential resale of up to 20,249,283 Ordinary Shares by certain selling security holders. This includes shares issued in connection with acquisitions and compensation arrangements. Significant portions of these shares relate to the Bluedot and GroupBy acquisitions as well as subscriptions from Western Alliance Bank. The document warns of the potential for increased volatility in the market price of the shares due to the number of shares offered, which represents about 8.23% of the outstanding shares. The effective date for the securities will be as soon as the registration becomes effective, and the company will not receive any proceeds from the selling holders' sales, while it will cover the expenses associated with the prospectus preparation.
Additional details:
Approximate Date Of Commencement: As soon as practicable after this Registration Statement becomes effective
Number Of Shares: 20,249,283
Bluedot Acquisition Shares: 2,760,848
Groupby Acquisition Shares: 3,999,145
Wab Subscription Shares: 12,300,000
Advisory Services Compensation Shares: 89,290
Settlement Agreement Shares: 300,000
Dbpl Settlement Agreement Shares: 800,000
Symbol On Nasdaq: RZLV
Form Type: POS AM
Filing Date: 2025-05-06
Corporate Action: Ipo
Type: Update
Accession Number: 000095017025064591
Filing Summary: This document is a Post-Effective Amendment No. 1 to Form F-1 Registration Statement for Rezolve AI plc (formerly Rezolve AI Limited). It updates the previous Registration Statement (No. 333-284240) filed on January 10, 2025, and amended on January 28, 2025. The amendment incorporates information from the registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, and makes no changes to the number of registered securities, which remains at 58,393,288 Ordinary Shares. The document clarifies the details regarding the resale of Ordinary Shares by certain Selling Holders, including those derived from convertible notes and promissory notes. The offering may introduce additional price volatility due to the substantial number of shares that may be sold in the market by these holders. The company will not receive proceeds from these share sales, but it will cover associated sale expenses, exclusive of underwriting discounts and commissions. Registrant's principal executive offices are located at 21 Sackville Street, London, W1S 3DN, United Kingdom. The document also specifies that the registration statement does not constitute an offer for sale of securities in any jurisdiction where such an offer is not permitted.
Additional details:
Registration Statement Number: 333-284240
Principal Executive Offices: 21 Sackville Street, London, W1S 3DN, United Kingdom
Agent For Service: Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, N.Y. 10016
Time Period Scope: Annual Report for the year ended December 31, 2024
Form Type: POS AM
Filing Date: 2025-05-06
Corporate Action: Ipo
Type: Update
Accession Number: 000095017025064632
Filing Summary: This document is a Post-Effective Amendment No. 1 to the Form F-1 registration statement for Rezolve AI plc (formerly Rezolve AI Limited), filed with the SEC. The amendment updates the registration statement to include information from the annual report for the year ended December 31, 2024. It discusses the issuance of up to 5,000,000 ordinary shares underlying warrants, stating that these warrants are tied to an offering completed in December 2024. Each warrant has an exercise price of $3.00 per share and can be exercised until December 23, 2029. The document reaffirms that there are no additional securities being registered in this amendment, and all applicable registration fees were previously paid. It outlines the trading of ordinary shares and warrants on the Nasdaq under symbols 'RZLV' and 'RZLVW', respectively, and notes the last reported sale prices.
Additional details:
Registration Statement No: 333-283622
Exercise Price Per Share: $3.00
Last Sale Price Ordinary Shares: $2.11
Last Sale Price Public Warrants: $0.64
Warrant Exercise Period: until December 23, 2029
Form Type: POS AM
Filing Date: 2025-05-02
Corporate Action: Ipo
Type: Update
Accession Number: 000095017025062869
Filing Summary: On May 2, 2025, Rezolve AI plc filed a Post-Effective Amendment No. 1 to Form F-1 Registration Statement (Registration No. 333-282004). The amendment updates the Registration Statement to include information from the Annual Report on Form 20-F for the year ended December 31, 2024, along with necessary updates for the securities registered. The filing does not register any additional securities; all registration fees were previously paid during the original filing. This prospectus details the issuance of up to 7,499,994 ordinary shares at a price of $11.50 per share through public warrants, along with up to 156,515,540 ordinary shares for resale by certain selling securityholders, comprising shares from various agreements and notes. The total shares being registered for resale by the Selling Holders represent approximately 64.23% of outstanding ordinary shares as of the prospectus date, which may impact market volatility and price of shares.
Additional details:
Number Of Shares Issued: 7499994
Number Of Shares For Resale: 156515540
Public Warrant Price: 11.50
Private Warrant Price: 8.00
Conversion Of Convertible Notes: 19079139
Shares From Subscription Agreements: 15207479
Shares From Promissory Notes: 527516
Form Type: F-1/A
Filing Date: 2025-01-29
Corporate Action: Ipo
Type: Update
Accession Number: 000095017025010107
Filing Summary: On January 29, 2025, Rezolve AI Ltd filed an amended registration statement regarding its IPO. The document outlines updates to previously reported financial information and descriptions of the securities being offered. Key updates include current market conditions, the anticipated timeline for the offering, alterations in the underwriting arrangements, and projections for future funding needs. The amendment provides detailed insights into the business combination process with Armada Acquisition Corp I and further information regarding the company’s subsidiaries and financial obligations. Existing agreements and regulatory compliance are also elaborated, ensuring transparency regarding the corporate structure and operational strategy moving forward.
Additional details:
Cik: 1920294
Ipo Type: Initial Public Offering
Underwriting Relationship: Changes in underwriting arrangements
Market Conditions: Current market conditions described
Financial Information: Updates to previously reported financial information
Business Combination Details: Details on the business combination with Armada Acquisition Corp I
Subsidiaries: Information regarding subsidiaries and financial obligations
Regulatory Compliance: Outline of compliance with applicable regulations
Future Funding Projections: Projections for future funding needs
Form Type: F-1
Filing Date: 2025-01-13
Corporate Action: Ipo
Type: New
Accession Number: 000095017025004476
Filing Summary: REZOLVE AI Ltd has filed a Registration Statement on Form F-1, indicating its plans for an Initial Public Offering (IPO). The purpose of this filing is to register securities that may be offered to the public, outlining details related to the shares being offered, expected use of proceeds, market strategies, and financial information. This document also provides a detailed overview of the company's business operations, management, and anticipated market conditions surrounding the IPO.
Additional details:
Company Name: REZOLVE AI Ltd
Registration Statement Type: F-1
Document Type: ipo
Expected Use Of Proceeds: general corporate purposes
Form Type: CORRESP
Filing Date: 2024-12-18
Corporate Action: Ipo
Type: New
Accession Number: 000095017024137968
Filing Summary: Rezolve AI Limited has filed a request for the acceleration of the effective date of its Registration Statement on Form F-1, File No. 333-283622. The company seeks to have the Registration Statement declared effective by 5:00 p.m. Eastern Time on December 19, 2024, or as soon thereafter as practicable. This step is part of the process for entering the public capital markets through an initial public offering (IPO). The company has designated DLA Piper LLP (US) as their outside counsel for this matter, and requests that Penny Minna be contacted once the Registration Statement has been declared effective.
Additional details:
Registration Statement File No: 333-283622
Acceleration Request Time: 2024-12-19T17:00:00-05:00
Outside Counsel Firm: DLA Piper LLP (US)
Contact Person: Penny Minna
Contact Phone: 410-580-4228
Ceo Name: Daniel Wagner
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