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SEC Response Letter

 Rezolve AI Limited

3rd Floor, 80 New Bond Street

 London, W1S 1SB

United Kingdom

 September 22, 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 Crispino

Inessa Kessman

Robert Littlepage

Re:

Rezolve AI Limited

Amendment No. 1 to Registration Statement on Form F-4

Filed August 10, 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 August 28, 2023 (the “Comment Letter”), in
respect of Rezolve AI Limited’s (the “Registrant”) Amendment No. 1 to Registration Statement on Form F-4, filed with the Commission on August 10, 2023 (the “Registration
Statement”).

 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 filing 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.

 U.S. Securities and Exchange Commission

September 22, 2023

  Page
 2

 Amendment No. 1 to Registration Statement filed on Form F-4

 Risk Factors

 Risks Relating to
Rezolve’s Business and Industry

 We expect to rely on a limited number of customers for a significant portion of our near-term

revenue., page 64

1.
 Staff’s comment: We note your response to prior comment 21 and reissue it, in part.
Please describe the material terms of your agreement with Radio Group, including the term and any material termination provisions. For example, we note that Radio Group is permitted to terminate the marketing agreement “subject to notice and
certain other provisions.” Please identify the “certain other provisions.”

 Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 227-228 of the Amendment.

 Unaudited Pro Forma
Condensed Combined Financial Statements, page 98

2.
 Staff’s comment: At the forefront of your pro forma financial statements, please
highlight conditions that will prevent the business combination from being consummated. Specifically, your disclosure should highlight the satisfaction or waiver conditions of Nasdaq. Discuss what redemptions have taken place to date and how you
plan to satisfy Nasdaq requirements.

 Response: The Registrant respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 101 of the Amendment.

 Unaudited Pro Forma Condensed Combined Statement of Operations,
page 104

3.
 Staff’s comment: It appears your pro forma net (loss) income assuming maximum
redemptions does not add up when footed across. Similarly, it appears the amount of pro forma income (loss) before taxes assuming no redemptions does not sum when footed down. Please revise accordingly.

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

 Note 2 - Unaudited pro forma condensed combined balance sheet adjustments, page 106

4.
 Staff’s comment: We note your response to comment 7 and the disclosure to footnote
(a). If you do not have the funds available to pay for the transaction costs, you should clearly disclose this in your filing. Also, if you intend to raise the funds by issuing equity, in a separate adjustment give pro forma effect to this issuance.
Disclose in a footnote the details of this issuance including the number of shares that will be issued and the estimated price per share.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 107 of the Amendment.

5.
 Staff’s comment: We note the revised disclosure in footnote (b) and your
response to comments 8 and 9. Please clearly disclose in this footnote and elsewhere, as applicable, that the Charter Limitation in the Armada Charter prohibits Armada from closing the Business Combination since your net tangible assets are less
than $5,000,001 immediately prior to and upon consummation of the business combination. Further, clarify that a third-party financing would be in the form of an issuance of equity, as an issuance of debt would have no net effect on net tangible
assets since it would increase both assets and liabilities.

 Response: The Registrant respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 108 of the Amendment. The Registrant respectfully advises the Staff that footnote (b) is now footnote (g).

6.
 Staff’s comment: We note your response to comments 12 and 13 and the revised
disclosure in footnote (o). In this regard, we note fees disclosed in Note (o) do not equal adjustments made in the pro forma financial statements. Tell us why or revise accordingly. Also, disclose the terms of each equity issuance, including
how much cash has been raised to date. Each equity issuance should be discussed in plain English and have its own footnote, providing readers with clarity and ease of understanding.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages
103-108 of the Amendment.

 U.S. Securities and Exchange Commission

September 22, 2023

  Page
 3

 Business of Rezolve Limited, page 212

7.
 Staff’s comment: We note your response to prior comment 18 and reissue it, in part.
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 when you expect to commercialize your commerce and engagement platform.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 219
and 226-227 of the Amendment.

 Rezolve’s Management’s Discussion and Analysis of Financial Conditions
and Results of Operations, page 227

8.
 Staff’s comment: We note your response to comment 20. Given that Mr. Schwenk is
ANY’s director of marketing (marking is ANY’s only source of revenue), and the sole shareholder of Radio Group, we are not persuaded by your assertion that Radio Group is not a related party. Please revise the disclosure to explain your
relationship with Radio Group and disclose all related party transactions in accordance with ASC 850-10-50. Disclose the amounts of related party transactions on the
face of the balance sheet, statement of comprehensive income, and statement of cash flows in accordance with Rule 4-08(k) of Regulation S-X.

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully disagrees with the
Staff’s comment and has set out their analysis as to why the Radio Group is not a related party:

 850-10-15-2 applies to all “reporting” entities. ASC 850-10-20 explains that
while related parties may be management of the entity, Mr. Schwenk is not management of the Company or the reporting entity, and rather was the managing director of ANY for a brief transition period in August 2021, before the Company obtained
control of ANY under the Variable Interest Entity model.

 Mr. Schwenk’s role with ANY as the Managing Director ceased on
September 1, 2021, when Heiko Carstens became the Managing Director of ANY, reporting into Peter Vesco.

 Mr. Schwenk’s brief
role with ANY was to successfully transition the advertising business of the Radio Group to ANY before the commencement of Mr. Carsten’s employment.

After the cessation of Mr. Schwenk’s role of Managing Director, Mr. Schwenk had no further involvement in the operations of ANY.

 The Company also considered (f) and (g) of 850-10-20:

 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

While Radio Group is a party to which ANY deals with and Mr. Schwenk remains the managing director of Radio Group, the Radio Group may
sell unsold advertising slots to a third party if ANY chooses not to purchase them. Therefore Radio Group may pursue its own separate interests. The Radio Group may also sell paid non-advertising programming
slots and purchase other radio stations and channels of broadcast media without influence from ANY, Rezolve or their management. The purchase of another radio station would not fall into the current scope of radio advertising slots sellable by ANY.
The inclusion of other radio stations would require a new contract or amendment to the current contract.

 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

 Mr. Schwenk is not able to influence ANY in any way that
might prevent ANY from fully pursuing its own separate interests. ANY may purchase radio advertising slots on radio stations not owned by the Radio Group and then sell them to advertisers. Further, one of the key reasons Rezolve acquired ANY was to
acquire an existing sales team which could sell Rezolve technology. These separate interests are examples of decisions which Rezolve’s management may pursue without influence from Mr. Schwenk and or the Radio Group.

9.
 Staff’s comment: You disclose and discuss EBITDA and Adjusted EBTIDA prior to
disclosing and discussing the comparable GAAP measure. Please disclose and discuss the comparable GAAP measure, net income (loss), with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation
S-K and Question 102.10 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages
234-237 of the Amendment to disclose and discuss any Non-GAAP measures after disclosing and discussing the comparable GAAP measure.

 U.S. Securities and Exchange Commission

September 22, 2023

  Page
 4

 2. Basis of presentation and summary of significant accounting policies

2.1 Basis of presentation, page F-9

10.
 Staff’s comment: We note your response to comment 28. In this regard:

•

 Tell us why the draft financial information presented in your February 15, 2023 letter, are significantly
different from the financial information in this filing. Your response should address both quantitative and qualitative factors.

•

 Tell us if the facts and circumstances noted in your February 7, 15, and March 1, 2023 letters, have
remained the same, including the timeline as to the disposition of the China business.

•

 Tell us if you have continued to fund the China business in 2023 and when you plan to seize funding that
business.

•

 Revise the disclosure in the filing to clearly, in plain English, discuss the reason(s) for the Demerger, similar
to what you stated in your February 7, 2023 letter.

•

 Tell us your consideration as to whether the transactions with the China business should be reported as related
party transactions.

 Response: The Registrant respectfully acknowledges the Staff’s comment and
has set forth its response below.

 1. Draft financial information

The magnitude of the changes from the supplemental information provided compared to the final financial statements is primarily due to the accounting for
demerging Rezolve Shanghai, ANY’s fourth quarter 2022, goodwill impairment review had not yet been concluded and the valuation of share-based payments had not been concluded.

The draft financial information as at and for the year ended December 31, 2021 presented in the February 15, 2023 request for supplemental
information differs due to the following:

•

 Business Development expenses – Upon receiving the waiver from the SEC staff to not report the balances and
results of its Rezolve Shanghai business for the years ending December 31, 2021 and 2022, the Company reclassified all cash transfers to Rezolve Shanghai. The Company previously accounted for this as an intercompany investment, eliminated upon
consolidation. Under the new basis of presentation, as described in Note 2.1 of the Combined Carve-out Financial Statements, the costs have been charged to General & Administrative expenses, increasing the total costs and net loss from
continuing operations by $5.2 million.

•

 $1.5 million of Other Expenses – The Company included an estimate of Operating loss rather than Net
loss from continuing operations before taxes.

 As of and for the Year ended December 31, 2021

In $millions

Total
Assets
at
Year
End

Net income
or (loss) from
continuing
operations
before taxes
(after
Intercompany
eliminations)

Total
Revenue

 Per February 15, 2023 supplemental information

 Rezolve Limited

31.7

(36.8
)

34.8

 Less Rezolve Shanghai

9.3

(6.0
)

30.7

 Rezolve Limited excluding China

22.4

(30.8
)

4.1

 Reconciling items

 Business Development expenses

(5.2
)

 Other Expenses

(1.5
)

 Other

(0.2
)

(0.2
)

 Per August 9, 2023, first amended F-4

22.4

(37.7
)

3.9

Rezolve Shanghai as a Percentage of Rezolve Limited

Total
Assets
at
Year
End

Net income
or (loss) from
continuing
operations
before taxes
(after
Intercompany
eliminations)

Total
Revenue

 Per February 15, 2023 supplemental information

29%

16%

88%

 Per August 9, 2023

29%

14%

89%

 U.S. Securities and Exchange Commission

September 22, 2023

  Page
 5

 The draft financial information as at and for the year ended December 31, 2022 presented in the
February 15, 2023 supplemental information differs due to the following:

•

 The financial information was a draft and not finalized before the Company had fully completed it’s
preparation of the financial statements of the year ended December 31, 2022.

•

 Total assets changed due to:

•

 A goodwill impairment charge of $7.4 million was recognized.

•

 The Company entered into an agreement to let a payable to a local partner in China be settled by a receivable
from another local partner, reducing the total assets by $16.0 million. The Company adjusted for this in the total assets of Rezolve Shanghai in its request for supplemental information, however due to an oversight, the total assets of Rezolve
Limited were not reduced.

•

 The draft financial information included a draft balance sheet results from our Germany operation ANY, upon which
finalized resulted in a further $2.0 million in assets.

•

 Net loss from continuing operations before taxes (after intercompany eliminations) changed due to:

•

 A goodwill impairment charge of $7.4 million was recognized, largely due to adverse changes in the outlook for
the Company’s German business, ANY.

•

 The draft financial information included a income statement of our German subsidiary ANY for the first nine
months of 2022. Once the full year results were finalized it resulted in an additional net income of $0.6 million for our German operations.

•

 Share-based payments were recorded, largely due to availability of the Company’s year-end financial results
and significant grant of share options that occurre