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SEC Response Letter

 Rezolve AI Limited

3rd Floor, 80 New Bond Street

 London, W1S 1SB

United Kingdom

 August 9, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention:

 Kyle Wiley

 Matthew Krispino

 Inessa Kessman

 Robert Littlepage

Re:
 Rezolve AI Limited

Registration Statement on Form F-4

Filed June 16, 2023

File No. 333-272751

Ladies and Gentlemen:

 This letter is submitted in response to
the comments of the staff of the Division of Corporation Finance (the “Staff”) as set forth in the Staff’s comment letter dated July 14, 2023 (the “Comment Letter”), in respect of Rezolve AI Limited’s
(the “Registrant”) Registration Statement on Form F-4, filed with the Commission on June 16, 2023.

In order to facilitate your review, we have restated the Staff’s comments in this letter, and we have set forth the Registrant’s responses
immediately below the Staff’s comments.

 In addition, the Registrant has revised the Registration Statement in response to the Staff’s comments
and is confidentially submitting an amendment to the Registration Statement (the “Amendment”) concurrently with this letter, which reflects the revisions and clarifies certain other information. The page numbers in the text of the
Registrant’s responses correspond to the page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.

Registration Statement filed on Form F-4

Cover Page

1.
 Staff’s comment: You disclose that Daniel Wagner, your
chief executive officer, beneficially owns 75% of the voting power of your outstanding capital stock. Please disclose on the cover page that you are a “controlled company” and the identity and beneficial ownership percentage of your
controlling shareholder.

 Response: The Registrant respectfully acknowledges the Staff’s
comment and has revised the disclosure on the cover page of the Amendment.

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August 9, 2023

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 Summary of the Material Terms of the Business Combination, page 6

2.
 Staff’s comment: Please provide an organizational chart outlining your pre- and post-business combination corporate structure and illustrating the relationships of the various entities discussed throughout the registration statement.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 6-8 and 121-122 of the Amendment.

3.
 Staff’s comment: Please identify the “certain other excluded assets” to the
Pre-Closing Demerger.

 Response: The Registrant respectfully
acknowledges the Staff’s comment and has revised the disclosure in the notice, letter and on pages 6, 15, 16, 98, 110, 137, 189 and 204 of the Amendment to strike this language. The Registrant has confirmed that there are no such other
excluded assets in connection with the Pre-Closing Demerger.

 Questions and Answers About the Proposals

 Q: Do you have Redemption Rights?, page 25

4.
 Staff’s comment: Clarify whether redeeming shareholders will be able to retain their
warrants.

 Response: The Registrant respectfully acknowledges the Staff’s comment and has
revised the disclosure on page 28 of the Amendment.

 Summary of the Proxy Statement/Prospectus

Interests of Armada Directors and Officers in the Business Combination, page 36

5.
 Staff’s comment: We note that certain shareholders agreed to waive their redemption
rights. Please describe any consideration provided in exchange for this agreement.

 Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 26, 40, 51, 112, 135, 142, and 194 of the Amendment to clarify that other than the Founder Shares to be issued at Closing, no additional consideration
was provided in exchange for the Non-Redeeming Stockholders entry into the Non-Redemption Agreements.

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 Unaudited Prof Forma Condensed Combined Financial Statements

Note 2—Unaudited condensed combined balance sheet adjustments, page 104

6.
 Staff’s comment: On page 99 you state, “the number of Employee Share Ownerships
Plans and their accounting impact are not considered for the purposes of these pro forma condensed combined financial statements.” Please explain this statement and why employee share ownerships plans are not considered in the pro forma
condensed combined financial statements. Refer to your basis in accounting literature and Article 11 of Regulation S-X.

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff that with the
exception of two employees, the terms of the Registrant’s share options do not include vesting upon an IPO or Business Combination. The cost of their share-based payments for any accelerated vesting has been included in adjustment (I) of
the proforma combined condensed balance sheet and adjustment (aa) of the proforma combined condensed statement of operations.

7.
 Staff’s comment: With regards to adjustment (a) which relates to estimated
transaction costs, disclose why you recorded $10,971,518 for a short-term loan. Also, please disclose the terms of this loan.

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff that the
short-term loan was intended to represent the need for additional financing. The Registrant has revised the disclosure on pages 102 and 106 of the Amendment to no longer record $10,971,518 for a short-term loan in the unaudited
pro form condensed combined balance sheet and to update adjustment (a) to disclose that any further funding required will be obtained by the issuance of equity.

8.
 Staff’s comment: In footnote (b) you state, “There are insufficient funds
in the Trust Account at Closing to satisfy the requirement for $5,000,001 of net tangible assets under the Business Combination Agreement “Net Tangible Assets Condition”).” Please clarify this statement. If this statement is true
please emphasize it throughout the filing.

 Response: The Registrant respectfully acknowledges the
Staff’s comment and has revised the disclosure on page 106 of the Amendment. The Registrant respectfully advises the Staff that the Business Combination Agreement was amended to remove the net tangible assets condition.

9.
 Staff’s comment: With a view towards clarify the disclosure in footnote (b), please
explain to us how obtaining additional third-party financing would satisfy the Net Tangible Assets Condition.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on
page 106 of the Amendment. The Registrant respectfully advises the Staff that the Business Combination Agreement was amended to remove the net tangible assets condition.

10.
 Staff’s comment: For adjustment (f), disclose how you determined the amounts that
will be payable for the acquisition of ANY. We note various scenarios regarding potential payments for the ANY acquisition disclosed on page F-30 of Rezolve’s audited financial statements.

 Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure
on page 106 of the Amendment.

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11.
 Staff’s comment: Please explain why there is a debit to accumulated deficit for
$3,062,500 for adjustment (j). If this is a typo and should be labeled adjustment (l), please revise accordingly.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 103 of
the Amendment to correctly label as adjustment (l).

12.
 Staff’s comment: With regards to adjustment (o) you state it “reflects the
short-term loan to fund transaction costs in the maximum redemptions scenario.” However, based on adjustment (n), it appears that the cash from this loan will be used to return Armada redeemable stock. Please explain the contradiction and
revise accordingly.

 Response: The Registrant respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 102 and 107 of the Amendment to update the balance sheet and clarify that adjustment (o) reflects the amounts for which proceeds from additional equity financings will be required to satisfy fees of
approximately $35.9 million.

13.
 Staff’s comment: Disclose in footnote (o) the terms of the short-term loan.

 Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 107 of the Amendment to clarify that adjustment (o) reflects the amounts for which proceeds from additional equity financings will be required to satisfy fees of approximately $35.9 million.

14.
 Staff’s comment: Your adjustment (q) refers to “cash paid,” but cash
is not affected by this adjustment. Please clarify and if true, disclose that you intend to borrow funds to pay the taxes.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on
page 102 of the Amendment to reflect cash paid for the payment of taxes.

15.
 Staff’s comment: Please clearly label earnings per share as pro forma earnings per
share when applicable.

 Response: The Registrant respectfully acknowledges the Staff’s comment
and has revised the disclosure on pages 104 of the Amendment.

 The Business Combination Proposal

Background of the Business Combination, page 124

16.
 Staff’s comment: We note that Armada “renounced its interest in any corporate
opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Armada and such opportunity is one Armada is legally and contractually permitted to
undertake and would otherwise be reasonable for Armada to pursue.” Please address this potential conflict of interest and whether it impacted your search for an acquisition target.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 25, 38, 49,
111, 130 and 141 of the Amendment.

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 Rezolve Financial Projections, page 140

17.
 Staff’s comment: Given that you have not generated any revenue from your commerce
platform, please explain why you believe there is a reasonable basis to present a financial forecast beyond one year. Your disclosures should provide information that demonstrates that your projections are reasonable. In this regard, the underlying
assumptions should be clearly outlined supporting your revenue growth.

 Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 147-151 of the Amendment.

 Business of Rezolve, page 206

18.
 Staff’s comment: We note that you currently only derive revenues via the sale of
radio advertisements and transaction fees on ticket sales. In order to provide investors with a better understanding of your business, please balance your disclosure here and elsewhere as appropriate with equally prominent disclosure of your current
operations. Additionally, please disclose the development stage of your mobile commerce and engagement platform and when your expect to commercialize such platform.

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff that we
expect advertising revenue to make up a very small percentage of the Registrant’s business. The Registrant has therefore chosen to focus more on Brain and MyBrain which will generate virtually all of the Registrant’s growth in future
years. Additionally, the Registrant has revised the disclosure on pages 212, 215, 218-224 of the Amendment and a discussion of Rezolve’s focus on Brain and MyBrain are also discussed under the section captioned –“Rezolve Financial
Projections” on pages 147-151.

19.
 Staff’s comment: We note that following the completion of the Pre-Closing Demerger, you will cease operations in China. We also note that you are “considering re-engaging with the Chinese market in the future.” Please expand
your discussion to explain why you are ceasing operations in China when you are also considering re-engaging with the Chinese market.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 218 of
the Amendment.

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 Rezolve’s Management’s Discussion and Analysis of Financial Conditions and Results of
Operations, page 214

20.
 Staff’s comment: We note that over 98% of your revenue for the fiscal year ended
December 31, 2022, appears to be from radio advertising as a result of your acquisition of ANY. We also note that ANY generates revenue due to a marketing agreement with Radio Group. Furthermore, on page 63 you state, “ANY was established
to purchase the rights to sell services of the companies owned by Radio Group”. Please explain your relationship with Radio Group and if Radio Group is a related party in accordance with ASC 850.

Response: The Registrant respectfully acknowledges the Staff’s comment and advises the Staff that the Registrant’s relationship
with Radio Group is as follows:

 On August 30th, 2021 Rezolve Limited (“Rezolve”) signed a binding term sheet (“the binding term
sheet”) to acquire a controlling interest in ANY Lifestyle Marketing GmbH (“ANY”), in an all-stock deal.

ANY was a newly created company (incorporated August 13th, 2021). The previous shareholders from incorporation to February 11th, 2022 were three legal entities of the Radio Group (“Radio Group”). The purchase consideration was settled by issuing an aggregate of 14,427,185 shares of Rezolve on
February 11, 2022 at which point the legal ownership of the shares in ANY was obtained by Rezolve.

 ANY was established to purchase the whole and
exclusive rights to sell Radio Group advertisements. ANY is the exclusive seller of the advertising slots on Radio Group radio stations. ANY’s business from August 2021 is what the Radio Group’s marketing business was prior to being carved-out and inserted into the newly formed company, ANY.

 ANY is responsible for selling advertisement slots on the
Radio Group radio stations, and is entitled to the consideration as the radio advertisements are aired.

 ANY’s managing director is Stephan Schwenk,
who is also the sole shareholder and managing director of the Radio Group.

 Analysis of Radio Group as a related party:

ASC 850-10-20

Related parties include:

a.
 Affiliates of the entity

b.
 Entities for which investments in their equity securities would be required, absent the election of the fair
value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity

c.
 Trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under
the trusteeship of management

d.
 Principal owners of the entity and members of their immediate families

e.
 Management of the entity and members of their immediate families

f.
 Other parties with which the entity may deal if one party controls or can significantly influence the
management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests

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g.
 Other parties that can significantly influence the management or operating policies of the transacting
parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests

 Defini