SEC Comment Letter 0000000000-24-003990 to REZOLVE AI PLC (RZLV)
REZOLVE AI PLC
Date: April 12, 2024 · CIK: 0001920294 · Accession: 0000000000-24-003990
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272751
Referenced dates: January 18, 2024
Letter
United States securities and exchange commission logo April 12, 2024 Stephen Herbert Chief Executive Officer Rezolve AI Limited 3rd Floor, 80 New Bond Street London, W1S 1SB United Kingdom Re:Rezolve AI Limited Amendment No. 4 to Registration Statement on Form F-4 Filed January 19, 2024 File No. 333-272751 Dear Stephen Herbert: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 18, 2023 letter. Form F-4 filed January 19, 2024 Business of Rezolve AI Limited Acquisitions Any Lifestyle Marketing GmbH, page 237 1.We note your response to prior comment 4. Please file as exhibits the agreements you provided as supplemental information or advise why this is not required. Refer to Refer to Item 21 of Form F-4 and Item 601(b)(2) and (10) of Regulation S-K.
FirstName LastNameStephen Herbert Comapany NameRezolve AI Limited April 12, 2024 Page 2 FirstName LastName Stephen Herbert Rezolve AI Limited April 12, 2024 Page 2 Financial Statements - Rezolve AI Limited and Subsidiaries Note 15. Business Combinations Acquisition of Any Lifestyle Marketing GmbH ("ANY Acquisition"), page F-32 2.We note your response to comments four to nine of your letter dated January 18, 2024, and your correspondence dated January 25, 2024, March 6, 2024, and March 22, 2024, regarding the consolidation of ANY. Based on the responses and additional teleconferences on March 5 and 21, 2024, we object to your conclusion to consolidate ANY as the primary beneficiary as of August 30, 2021 through February 11, 2022 and subsequent to December 28, 2022. We do not believe that the contractual rights in the Binding Term Sheets provide Rezolve the power to direct the activities that most significantly impact the VIE’s economic performance. Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at 202-551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Kyle Wiley at 202-344-5791 or Matthew Crispino at 202-551-3456 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Gerry Williams
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United States securities and exchange commission logo
April 12, 2024
Stephen Herbert
Chief Executive Officer
Rezolve AI Limited
3rd Floor, 80 New Bond Street
London, W1S 1SB
United Kingdom
Re:Rezolve AI Limited
Amendment No. 4 to Registration Statement on Form F-4
Filed January 19, 2024
File No. 333-272751
Dear Stephen Herbert:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 18, 2023 letter.
Form F-4 filed January 19, 2024
Business of Rezolve AI Limited
Acquisitions
Any Lifestyle Marketing GmbH, page 237
1.We note your response to prior comment 4. Please file as exhibits the agreements you
provided as supplemental information or advise why this is not required. Refer to Refer to
Item 21 of Form F-4 and Item 601(b)(2) and (10) of Regulation S-K.
FirstName LastNameStephen Herbert
Comapany NameRezolve AI Limited
April 12, 2024 Page 2
FirstName LastName
Stephen Herbert
Rezolve AI Limited
April 12, 2024
Page 2
Financial Statements - Rezolve AI Limited and Subsidiaries
Note 15. Business Combinations
Acquisition of Any Lifestyle Marketing GmbH ("ANY Acquisition"), page F-32
2.We note your response to comments four to nine of your letter dated January 18, 2024,
and your correspondence dated January 25, 2024, March 6, 2024, and March 22, 2024,
regarding the consolidation of ANY. Based on the responses and additional
teleconferences on March 5 and 21, 2024, we object to your conclusion to consolidate
ANY as the primary beneficiary as of August 30, 2021 through February 11, 2022 and
subsequent to December 28, 2022. We do not believe that the contractual rights in the
Binding Term Sheets provide Rezolve the power to direct the activities that most
significantly impact the VIE’s economic performance.
Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kyle Wiley at 202-344-5791 or Matthew Crispino at 202-551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Gerry Williams