SecProbe.io

CORRESP
1
filename1.htm

SEC Response Letter

 Rezolve AI Limited

3rd Floor, 80 New Bond Street

 London, W1S 1SB

United Kingdom

 December 6, 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. 2 to Registration Statement on Form F-4

 Filed September 25, 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 October 10, 2023 (the “Comment Letter”), in respect of Rezolve AI
Limited’s (the “Registrant”) Amendment No. 2 to Registration Statement on Form F-4, filed with the Commission on September 25, 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

December 6, 2023

 Page 2

Amendment No. 2 to Registration Statement on Form F-4

Unaudited Pro Forma Condensed Combined Financial Information

Note 2 – Unaudited pro forma condensed combined balance sheet adjustments, page 107

1.
 Staff’s comment: We note your disclose in footnote (b) and (p) which refers to
negotiations of a facility of up to $50 million. Please revise the disclosure to state the basis for your belief that obtaining this facility is probable or delete the amount of the adjustment in the pro forma balance sheet and only include
note disclosure of the current status of funding negotiations and the type of funding being negotiated, i.e. convertible notes and the currently proposed conversion terms as they relate to the IPO price. n the event that the funding is not probable
at this time, please revise the pro forma balance sheet to prominently present your negative cash position prior to any future funding.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on
pages 104, 110 and 111 of the Amendment.

2.
 Staff’s comment: We note based on disclosure on page
F-102 that on August 2, 2023, Armada held a special meeting of its stockholders to approve an amendment to its Charter. Tell us how the changes to the Charter, including additional redemptions and new
loans are reflected in the pro forma financial statements and disclosure. Revise the disclosure in footnote (g) and the adjustment amount to include redemptions up to July 31, 2023 of $129,174,304 and redemptions of $12,095,215 on
August 2, 2023. Also, disclose why the Charter was not amended to eliminate the $5,000,000 net tangible asset requirement.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on
pages 110-111 of the Amendment.

 Business of Rezolve Limited, page 213

3.
 Staff’s comment: We note your response to prior comment 7. To provide context for
investors, please also include this disclosure elsewhere throughout your filing.

 Response: The
Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 34, 218, 223 and 237 of the Amendment.

 Rezolves
Management’s Discussion and Analysis of Financial Conditions and Results of Operations, page 230

4.
 Staff’s comment: We note your response to comment 8 and continue to believe Radio
Group is a related party for the following reasons:

 U.S. Securities and Exchange Commission

December 6, 2023

 Page 3

•

 Mr. Schwenk was the managing director of ANY during in 2021, one of the years presented in your financial
statements.

•

 In your current response you state, “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.” Since Radio Group can only act if ANY chooses not to purchase advertising slots, we do not agree with your assertion that Radio Group may
pursue its own separate interests.

•

 Disclosure on page 231 states, “ANY was established to purchase the rights to sell services of the companies
owned by Radio Group GmbH (“Radio Group”) such as airtime advertisements.”

 All these factors indicate
that Radio Group is a related party in accordance with ASC 850. Please revise to provide disclosure in accordance with ASC 850-10-50. Also, disclose 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 has revised the disclosure on
page s 247, 248 F-4, F-5, F-8, F-37-F-39. of the Amendment.

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations Results of Operations, page 234

 The Company respectfully clarifies that Mr. Schwenk was managing director of ANY prior to the
Company’s acquisition of ANY on August 30th, 2021, upon which Heiko Carstens, was appointed by Peter Vesco and Dan Wagner as managing director of ANY.

At the request of the staff, the Company has expanded the notes to the financial statements to include all costs charged by ANY to the Company in the years
ended December 31, 2022 and 2021. Please refer to Note 16 – Related Party transactions.

 U.S. Securities and Exchange Commission

December 6, 2023

 Page 4

5.
 Staff’s comment: Please revise this section of your filing to include a discussion of
changes in financial position for each of the periods presented in your financial statements as required by Item 303 of Regulation S-K.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 208-213 and 250-260
of the Amendment.

 Financial Statements – Rezolve AI Limited and Subsidiaries

General, page F-3

6.
 Staff’s comment: We note your response to comments 8 and 10. As previously requested
please 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 has revised the disclosure on pages F-4, F-5, F-8 and F-39. of the Amendment.

7.
 Staff’s comment: Please update Rezolve AI Limited financial statements and pro forma
financial statements for the six months ended June 30, 2023.

 Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 99-112, 250-260 and F-44-F-50 of the
Amendment.

8.
 Staff’s comment: We note that the Report of Independent Registered Public Accounting
Firm on page F-3 does not include an explanatory paragraph for going concern issues and that disclosure in Note 2.4 Liquidity on page F-12 states that
“management’s plans serve to alleviate such doubt” despite a working capital deficit and operating losses for the periods presented. Please expand the disclosure on page F-12 to describe, in
detail, management’s plans and have your accounting firm tell us the basis for their conclusion that the factors noted do not raise substantial doubt about your ability to continue as a going concern.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page F-11 of the Amendment. The Registeant respectfully advises the Staff that the Registrant’s auditors, MSPC Certified Public Accountants and Advisors, P.C. has provided the below basis for their conclusion that
the factors noted do not raise substantial doubt about our ability to continue as a going concern:

 While conducting their audit of the
year ended December 31, 2022 our auditors identified conditions that, when considered in aggregate, indicated that there could be substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time,
being one year from the issuance of the financial statements. These factors included a history of net operating losses, a capital deficiency, working capital deficiencies, limited revenues, and the costs required to execute

 U.S. Securities and Exchange Commission

December 6, 2023

 Page 5

the Company’s business plan. The auditors requested that management provide information about their plans that may mitigate such doubts and the Company provided the auditors with detailed
business plans updated through the month preceding the issuance of the audit report.

 The auditors then assessed the likelihood of
the success of such plans. Factors included the relationships between the Company and the identified financing sources, the probability of achieving stated revenue goals in new business opportunities, and the ability of the Company to control cash
costs when needed through reductions in particular marketing, research, and costs associated with the Business Combination or the payment of expenses using equity instruments.

The Company’s business plan showed anticipated cash activity over the twelve months following the issuance of the audit report. This
model included projected performance based upon signed contracts and operations which had been operation in the year under audit, as well as the anticipated availability of additional financing. The auditors obtained documentation detailing
commitments for an amount in excess to the projected cash needs of the Company through May 2024 by approximately $1 million. The auditors also obtained agreements delaying the repayment date of the convertible debt to the earlier of the date of
the Business Combination or December 31, 2024 as well as a commitment to provide $2.75 million in additional funding through future sales of convertible debt. While documentation was also obtained related to a commitment of
$250 million of additional capital which would be available upon the completion of the anticipated Business Combination with Armada, that funding was not considered in the auditor’s analysis.

Although the Company’s plan did not include any reductions or delays of expenditures, the auditor considered whether such delays would
be feasible. The auditors noted that a large portion of projected cash expenditure through December 31, 2024 was related to marketing costs, costs associated with the Business Combination, and financing improvements in the Company’s
technologies to enable launches of new features. It is feasible that any of these could be delayed if the Company was lacking in current finance to support these operations. It is also feasible that some of these costs could be paid through the
issuance of equity or convertible debt as the Company had done in the past.

 In light of the preponderance of this information, the
auditors determined that there was not substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. The auditor’s noted that the liquidity issues of the Company were disclosed in Note 2.4
“Liquidity” and after considering whether disclosure would be required, they determined that it was not necessary to include an explanatory paragraph in the audit report to reflect this conclusion.

9.
 Staff’s comment: Please tell us whether the filed
carve-out financial statements are for Resolve Limited or Resolve AI Limited. It appears from disclosure on page 6 that the reorganization that will result in Resolve AI Limited having the interests in Resolve
Limited’s subsidiary has not yet occurred. If that is

 U.S. Securities and Exchange Commission

December 6, 2023

 Page 6

the case, then please recharacterize the entity for whose financial statements are provided and file the financial statements for the issuer, Rezolve AI Limited.

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff that the carve-out financial statements are for Rezolve AI Limited, which consists of 100% of the transactions of Rezolve Limited and subsidiaries, except for Rezolve China. The reorganization will result in substantially
all of Rezolve Limited’s assets and liabilities being transferred to Rezolve AI Limited.

 Rezolve AI Limited was incorporated on
January 3, 2023, and consists of only £10 in cash and share capital, and has no other transactions.

 The carve-out financial statements of Rezolve AI Limited were filed due to the fact that it provides investors with a view of the company which will be listed upon successful execution of Rezolve’s business
combination with Armada Acquisition Corp I. Filing the financial statements of Rezolve AI Limited would not provide investors with a view of the Company.

Note 2. Basis of presentation and summary of significant accounting policies, page F-10

10.
 Staff’s comment: Refer to your accounting policy for credit and foreign currency risk
on pages F-17 and F18 and your responses to comments 11-14. Please expand your disclosure to include a fullsome description of the risks and uncertainties inherent in
your significant reliance on the Radio Group as your sole provider of air time inventory during the periods presented. The various terms and relationship described in response to comments 11-14 should be
included in your disclosure to ensure a clear understanding of the risk to your revenues in the event that the Radio Group air time is not available for you to sell to your customers in the future. Please expand MD&A accordingly.

 Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the
disclosure on pages 239 and 251 of the Amendment.

 Note 15. Business Combinations, page F-31

11.
 Staff’s comment: We note from your response to comment 17 the reasons why Peter Vesco
was provided Power of Attorney. Please tell us why Rezolve Limited was not provided with power of attorney. In addition, tell us whether Rezolve Limited has the unilateral ability to replace Peter Vesco with another individual as the holder of the
power of attorney, and if so, the basis for your response.

 Response: The Registrant respectfully
acknowledges the Staff’s comments and respectfully advises the Staff that Peter Vesco was appointed power of attorney and not Rezolve Limited due to the fact that a Company cannot sign documents while a person can.

 U.S. Securities and Exchange Commission

December 6, 2023

 Page 7

 Rezolve Limited has the unilateral ability to replace Peter Vesco with another individual as
power of attorney. The basis for the Registrants response can be found in 2.1 of the document title “Power of disposal over ANY Lifestyle Marketing GmbH” which states that “From the date of signing the Original Term Sheet, the
Buyer solely holds the right to appoint a local management team of the business, including appointing a Power of Attorney. A Power of Attorney for the Company shall not be ceased without resolution of the Buyer.”

The Registrant is supplementally providing the executed “Power of disposal over ANY Lifestyle Marketing GmbH”.

12.
 Staff’s comment: We note the power of attorney agreement you provided to us under
Rule 83. Please tell us if this is the agreement relied upon in order to assert that you have the power to make the decisions that most significantly impact the economic performance of ANY. If not, please provid