SEC Comment Letter 0000000000-24-007017 to REZOLVE AI PLC (RZLV)
REZOLVE AI PLC
Date: June 20, 2024 · CIK: 0001920294 · Accession: 0000000000-24-007017
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272751
Letter
United States securities and exchange commission logo June 20, 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. 5 to Registration Statement on Form F-4 Filed May 21, 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 June 4, 2024 letter. Amendment No. 6 to Registration Statement on Form F-4 Background of the Business Combination, page 130 1.We note on pages 141 and 145 that Armada board of directors recommended that Armada's stockholders approve the Business Combination Agreement. They arrived at such determination because Rezolve's management demonstrated that "ANY's revenues were not material to its historical results." Please explain how Rezolve's management determined that ANY's revenue was not material to historical results. We note that ANY's revenue was 99% of total revenue before the restatement for the year ended December 31, 2022.
FirstName LastNameStephen Herbert Comapany NameRezolve AI Limited June 20, 2024 Page 2 FirstName LastName Stephen Herbert Rezolve AI Limited June 20, 2024 Page 2 Report of Indepedent Registered Public Accounting Firm, page F-3 2.Please ask your auditors if they audited Rezolve Limited or Rezolve AI Limited. If they audited Rezolve Limited, please ask them to revise their audit opinion accordingly. We refer to the organizational structure on pages six. General 3.We note your response to our prior comment five and your new disclosure on page 222, 227, and 237 that states, "We have signed partner agreements with Adobe, ACI, Haendlerbund, Epages, JTL, Oxid and Chatwerk and others and are in discussions with significant new partners in markets around the world." Please expand your disclosure to provide details about the signed contracts and how they will result in a significant increase in revenue in 2024 and 2025. Discuss all material terms of the contracts. 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
June 20, 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. 5 to Registration Statement on Form F-4
Filed May 21, 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 June 4, 2024 letter.
Amendment No. 6 to Registration Statement on Form F-4
Background of the Business Combination, page 130
1.We note on pages 141 and 145 that Armada board of directors recommended that
Armada's stockholders approve the Business Combination Agreement. They arrived at
such determination because Rezolve's management demonstrated that "ANY's revenues
were not material to its historical results." Please explain how Rezolve's management
determined that ANY's revenue was not material to historical results. We note that ANY's
revenue was 99% of total revenue before the restatement for the year ended December 31,
2022.
FirstName LastNameStephen Herbert
Comapany NameRezolve AI Limited
June 20, 2024 Page 2
FirstName LastName
Stephen Herbert
Rezolve AI Limited
June 20, 2024
Page 2
Report of Indepedent Registered Public Accounting Firm, page F-3
2.Please ask your auditors if they audited Rezolve Limited or Rezolve AI Limited. If they
audited Rezolve Limited, please ask them to revise their audit opinion accordingly. We
refer to the organizational structure on pages six.
General
3.We note your response to our prior comment five and your new disclosure on page
222, 227, and 237 that states, "We have signed partner agreements with Adobe, ACI,
Haendlerbund, Epages, JTL, Oxid and Chatwerk and others and are in discussions with
significant new partners in markets around the world." Please expand your disclosure to
provide details about the signed contracts and how they will result in a significant increase
in revenue in 2024 and 2025. Discuss all material terms of the contracts.
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