SEC Comment Letter 0000000000-25-009325 to REZOLVE AI PLC (RZLV)
REZOLVE AI PLC
Date: Aug. 29, 2025 · CIK: 0001920294 · Accession: 0000000000-25-009325
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289103
Letter
August 29, 2025 Daniel Wagner Chief Executive Officer Rezolve AI plc 21 Sackville Street London, W1S 3DN United Kingdom Re:Rezolve AI plc Registration Statement on Form F-1 Supplemental Response dated August 21, 2025 File No. 333-289103 Dear Daniel Wagner: We have conducted a limited review of your registration statement and have the following comment. 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. Registration Statement Filed on Form F-1 Filed July 30, 2025 Legal Proceedings, page 68 1.We note your response to our request that you provide more a more detailed description of the your legal proceeding against JBAAM Special Opportunities Fund II LLC and YA II PN, Ltd., involving a dispute over a securities purchase agreement ("SPA") dated February 21, 2025. Please expand your draft language to address the following issues: •Specify the breaches alleged under Sections 4(a) and 4 (aa) of the SPA, as these provisions cross-reference a large amount of items. •To the extent known, quantify the compensatory damages sought. •Clarify YA II PN, Ltd.'s involvement with the SPA and why it believed it was entitled to compensation.
August 29, 2025 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Edwin Kim at 202-551-3297 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Penny Minna, Esq.
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August 29, 2025
Daniel Wagner
Chief Executive Officer
Rezolve AI plc
21 Sackville Street
London, W1S 3DN
United Kingdom
Re:Rezolve AI plc
Registration Statement on Form F-1
Supplemental Response dated August 21, 2025
File No. 333-289103
Dear Daniel Wagner:
We have conducted a limited review of your registration statement and have the
following comment.
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.
Registration Statement Filed on Form F-1 Filed July 30, 2025
Legal Proceedings, page 68
1.We note your response to our request that you provide more a more detailed
description of the your legal proceeding against JBAAM Special Opportunities Fund
II LLC and YA II PN, Ltd., involving a dispute over a securities purchase agreement
("SPA") dated February 21, 2025. Please expand your draft language to address the
following issues:
•Specify the breaches alleged under Sections 4(a) and 4 (aa) of the SPA, as these
provisions cross-reference a large amount of items.
•To the extent known, quantify the compensatory damages sought.
•Clarify YA II PN, Ltd.'s involvement with the SPA and why it believed it was
entitled to compensation.
August 29, 2025
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Edwin Kim at 202-551-3297 or Matthew Derby at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Penny Minna, Esq.