SecProbe.io

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 CORRESP

 Rezolve AI plc 21 Sackville Street London, W1S 3DN United Kingdom September 30, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549

 Attention:
 Jeff Kauten

 Re:
 Rezolve AI plc Registration Statement on Form F-3

 File No. 333-290523

 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rezolve AI plc (the “ Company ”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:30 p.m., Eastern Time, on September 30, 2025, or as soon thereafter as practicable, or at such other time as the Company, or their outside counsel, DLA Piper LLP (US), requests by telephone that such Registration Statement be declared effective. Please contact Penny Minna of DLA Piper LLP (US) at (410) 580-4228 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 REZOLVE AI PLC

 /s/ Daniel Wagner

 Name: Daniel Wagner

 Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 30, 2025

Daniel Wagner
Chief Executive Officer
Rezolve AI plc
21 Sackville Street
London, W1S 3DN

 Re: Rezolve AI plc
 Registration Statement on Form F-3
 Filed September 26, 2025
 File No. 333-290523
Dear Daniel Wagner:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. 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.

 Please contact Jeff Kauten at 202-551-3447 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Penny Minna, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 Rezolve AI plc 21 Sackville Street London, W1S 3DN United Kingdom May 21, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549

 Attention:
 Alexandra Barone

 Re:
 Rezolve AI plc Registration Statement on Form F-1

 File No. 333-287390

 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rezolve AI plc (the “ Company ”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on May 23, 2025, or as soon thereafter as practicable, or at such other time as the Company, or their outside counsel, DLA Piper LLP (US), requests by telephone that such Registration Statement be declared effective. Please contact Penny Minna of DLA Piper LLP (US) at (410) 580-4228 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 REZOLVE AI LIMITED

 /s/ Daniel Wagner

 Name: Daniel Wagner

 Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Daniel Wagner
Chief Executive Officer
Rezolve AI Limited
21 Sackville Street
London, W1S 3DN
United Kingdom

 Re: Rezolve AI Limited
 Registration Statement on Form F-1
 Filed May 16, 2025
 File No. 333-287390
Dear Daniel Wagner:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Alexandra Barone at 202-551-8816 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Penny J. Minna, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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  CORRESP

Rezolve AI Limited

  3rd Floor, 80 New Bond Street

  London, W1S 1SB

  United Kingdom

  January 29, 2025

  VIA EDGAR

  Securities and Exchange Commission
Division of Corporation Finance

  Office of Technology
100 F Street, N.E.
Washington, D.C. 20549

    Attention:

    Mitchell Austin

Jan Woo

    Re:

    Rezolve AI Limited
Registration Statement on Form F-1

    File No. 333-284240

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rezolve AI Limited (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on January 31, 2025, or as soon thereafter as practicable, or at such other time as the Company, or their outside counsel, DLA Piper LLP (US), requests by telephone that such Registration Statement be declared effective.

  Please contact Penny Minna of DLA Piper LLP (US) at (410) 580-4228 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    REZOLVE AI LIMITED

    /s/ Daniel Wagner

    Name: Daniel Wagner

    Title: Chief Executive Officer

CORRESP
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  CORRESP

  Rezolve AI Limited

  21 Sackville Street

  London, W1S 3DN

  United Kingdom

  January 28, 2025

  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: 	Mitchell Austin

  	Jan Woo

  Re:	Rezolve AI Limited

  Registration Statement on Form F-1

  Filed January 13, 2025

  File No. 333-284240

  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 January 23, 2025 (the “Comment Letter”), in respect of Rezolve AI Limited’s (the “Registrant”) Registration Statement on Form F-1, filed with the Commission on January 13, 2025 (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.

  Registration Statement on Form F-1

  General

  1.Staff’s comment: We note that the registration statement covers the resale of shares to be issued pursuant to an equity line financing transaction with YA II PN, LTD. Please revise to identify this transaction as an equity line transaction and to ensure the following is disclosed:

  •the equity line investor is identified in the prospectus as an underwriter, as well as a selling shareholder;

  •the material terms of the equity line agreement, including the material conditions under which the company may access the funds available under it, are described. These material terms include (i)

  U.S. Securities and Exchange Commission

January 28, 2025

Page 2

  the number of shares registered for resale; (ii) the maximum principal amount available under the agreement; (iii) the term of the agreement; and (iv) the full discounted price (or formula for determining it) at which the investor will receive the shares;

  •the material risks of an investment in the company and in the offering, including: (i) the dilutive effect of the formula or pricing mechanism on the company’s share price; (ii) the possibility that the company may not have access to the full amount available to it under the equity line; and (iii) whether an investor can engage in short-selling activities and, if so, how any sales activities after announcement of a put may negatively affect the company’s share price;

  •the material market activities of the investor, including: (i) any short selling of the company’s securities or other hedging activities that the investor may or has engaged in, including prior to entering into the agreement and prior to the receipt of any shares pursuant to the terms of the agreement; and (ii) how the investor intends to distribute the securities it owns or will acquire; and

  •how the provisions of Regulation M may prohibit the investor and any other distribution participants that are participating in the distribution of the company’s securities from: (i) engaging in market making activities (e.g., placing bids or making purchases to stabilize the price of the common stock) while the equity line is in effect; and (ii) purchasing shares in the open market while the equity line is in effect.

  Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 3–5, 10–11, 57–58, 71–72, 103 and 123 of the Amendment.

  2.Staff’s comment: We note that certain disclosures appear to have not been updated following the consummation of the de-SPAC business combination, such as the last paragraph on page 91. Please revise throughout your prospectus to reflect that this business combination has been consummated and ensure that your disclosures are current.

  Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 53, 55, 67, 69, 95, and 97 of the Amendment.

  Management and Compensation

  Rezolve Executive Officer and Director Compensation, page 91

  3.Staff’s comment: You disclose here the aggregate cash compensation paid by Rezolve and its subsidiaries to its executive officers and directors for the year ended December 31, 2022. Please ensure you update this disclosure to provide disclosure for the last full financial year. See Item 6.B of Form 20-F.

  Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 95 of the Amendment.

  * * *

  U.S. Securities and Exchange Commission

January 28, 2025

Page 3

  Thank you for your attention to this matter. We hope that the foregoing responses address the issues raised in the Comment Letter and would be happy to discuss with you any remaining questions or concerns that you may have. Please contact Penny Minna at (410) 580-4228 should you have any questions concerning this letter or require further information.

  Very truly yours,

  /s/ Daniel Wagner

  Daniel Wagner

  Chief Executive Officer

  cc:	Penny Minna, Esq.

  	DLA Piper LLP (US)

January 23, 2025
Daniel Wagner
Chief Executive Officer
Rezolve AI Limited
3rd Floor, 80 New Bond Street
London, W1S 1SB
United Kingdom
Re:Rezolve AI Limited
Registration Statement on Form F-1
Filed January 13, 2025
File No. 333-284240
Dear Daniel Wagner:
            We have conducted a limited review of your 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.
Registration Statement on Form F-1
General
We note that the registration statement covers the resale of shares to be issued
pursuant to an equity line financing transaction with YA II PN, LTD. Please revise to
identify this transaction as an equity line transaction and to ensure the following is
disclosed:

•the equity line investor is identified in the prospectus as an underwriter, as well as
a selling shareholder;

the material terms of the equity line agreement, including the material conditions
under which the company may access the funds available under it, are described. •1.

January 23, 2025
Page 2
These material terms include (i) the number of shares registered for resale; (ii) the
maximum principal amount available under the agreement; (iii) the term of the
agreement; and (iv) the full discounted price (or formula for determining it) at
which the investor will receive the shares;

•the material risks of an investment in the company and in the offering, including:
(i) the dilutive effect of the formula or pricing mechanism on the company’s share
price; (ii) the possibility that the company may not have access to the full amount
available to it under the equity line; and (iii) whether an investor can engage in
short-selling activities and, if so, how any sales activities after announcement of a
put may negatively affect the company’s share price;

•the material market activities of the investor, including: (i) any short selling of the
company’s securities or other hedging activities that the investor may or has
engaged in, including prior to entering into the agreement and prior to the receipt
of any shares pursuant to the terms of the agreement; and (ii) how the investor
intends to distribute the securities it owns or will acquire; and

•how the provisions of Regulation M may prohibit the investor and any other
distribution participants that are participating in the distribution of the company’s
securities from: (i) engaging in market making activities (e.g., placing bids or
making purchases to stabilize the price of the common stock) while the equity line
is in effect; and (ii) purchasing shares in the open market while the equity line is
in effect.

For additional guidance, please consider Question 139.13 of our Securities Act
Sections Compliance and Disclosure Interpretations.
2.We note that certain disclosures appear to have not been updated following the
consummation of the de-SPAC business combination, such as the last paragraph on
page 91. Please revise throughout your prospectus to reflect that this business
combination has been consummated and ensure that your disclosures are current.
Management and Compensation
Rezolve Executive Officer and Director Compensation, page 91
3.You disclose here the aggregate cash compensation paid by Rezolve and its
subsidiaries to its executive officers and directors for the year ended December 31,
2022. Please ensure you update this disclosure to provide disclosure for the last full
financial year. See Item 6.B of Form 20-F.
            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

January 23, 2025
Page 3
statement.
            Please contact Mitchell Austin at 202-551-3574 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Penny J. Minna

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  CORRESP

Rezolve AI Limited

  3rd Floor, 80 New Bond Street

  London, W1S 1SB

  United Kingdom

  December 18, 2024

  VIA EDGAR

  Securities and Exchange Commission
Division of Corporation Finance

  Office of Technology
100 F Street, N.E.
Washington, D.C. 20549

    Attention:

    Edwin Kim

Matthew Derby

    Re:

    Rezolve AI Limited
Registration Statement on Form F-1

    File No. 333-283622

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rezolve AI Limited (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on December 19, 2024, or as soon thereafter as practicable, or at such other time as the Company, or their outside counsel, DLA Piper LLP (US), requests by telephone that such Registration Statement be declared effective.

  Please contact Penny Minna of DLA Piper LLP (US) at (410) 580-4228 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    REZOLVE AI LIMITED

    /s/ Daniel Wagner

    Name: Daniel Wagner

    Title: Chief Executive Officer

December 11, 2024
Daniel Wagner
Chief Executive Officer
Rezolve AI Ltd
3rd Floor, 80 New Bond Street
London, W1S 1SB
United Kingdom
Re:Rezolve AI Ltd
Registration Statement on Form F-1
Filed December 5, 2024
File No. 333-283622
Dear Daniel Wagner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Edwin Kim at 202-551-3297 or Matthew Derby at 202-551-3334 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Gerry Williams, Esq.

CORRESP
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  CORRESP

Rezolve AI Limited

  3rd Floor, 80 New Bond Street

  London, W1S 1SB

  United Kingdom

  November 25, 2024

  VIA EDGAR

  Securities and Exchange Commission
Division of Corporation Finance

  Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549

    Attention:

    Jeff Kauten

Matthew Derby

    Re:

    Rezolve AI Limited
Registration Statement on Form F-1

    File No. 333-282004

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rezolve AI Limited (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on November 27, 2024, or as soon thereafter as practicable, or at such other time as the Company, or their outside counsel, DLA Piper LLP (US), requests by telephone that such Registration Statement be declared effective.

  Please contact Penny Minna of DLA Piper LLP (US) at (410) 580-4228 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    REZOLVE AI LIMITED

    /s/ Daniel Wagner

    Name: Daniel Wagner

    Title: Chief Executive Officer

CORRESP
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  CORRESP

  Rezolve AI Limited

  3rd Floor, 80 New Bond Street
London, W1S 1SB
United Kingdom

  October 28, 2024

  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: 	Jeff Kauten

  	Matthew Derby

  Re:	Rezolve AI Limited

  Registration Statement on Form F-1

  Filed September 9, 2024

  File No. 333-282004

  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 September 20, 2024 (the “Comment Letter”), in respect of Rezolve AI Limited’s (the “Registrant”) Registration Statement on Form F-1, filed with the Commission on September 9, 2024 (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.

  Registration Statement on Form F-1

  Selling Holders, page 88

  1.Staff’s comment: Please revise your disclosure to indicate whether the selling stockholders are broker-dealers or affiliates of broker-dealers. If any are registered broker-dealers who acquired their shares as investments, rather than as transaction-based compensation for the performance of investment banking or similar services, they should be named as underwriters. With respect to any affiliates of registered broker-dealers, you should indicate whether they acquired the securities to be resold in the ordinary course of business. Also indicate whether at the time of the acquisition they had

  U.S. Securities and Exchange Commission

October 28, 2024

Page 2

  any agreements, understandings or arrangements with any other persons, either directly or indirectly, to dispose of the securities.

  Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 103-116 of the Amendment.

  2.Staff’s comment: Please provide disclosure of any material relationship each selling security holder has had with the company and its affiliates during the prior three years. Refer to Item 507 of Regulation S-K.

  Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 103-116 of the Amendment.

  Plan of Distribution, page 117

  3.Staff’s comment: We note your disclosure on page 117 that your selling securityholders may sell their securities in one or more underwritten offerings. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

  Response: The Registrant respectfully acknowledges the Staff’s comment and confirms that the Registrant understands such a change would require a post-effective amendment.

  * * *

  U.S. Securities and Exchange Commission

October 28, 2024

Page 3

  Thank you for your attention to this matter. We hope that the foregoing responses address the issues raised in the Comment Letter and would be happy to discuss with you any remaining questions or concerns that you may have. Please contact Penny Minna at (410) 580-4228 should you have any questions concerning this letter or require further information.

  Very truly yours,

  /s/ Daniel Wagner

  Daniel Wagner

  Chief Executive Officer

  cc:	Penny Minna, Esq.

  	DLA Piper LLP (US)

September 20, 2024
Daniel Wagner
Chief Executive Officer
Rezolve AI Limited
3rd Floor, 80 New Bond Street
London, W1S 1SB
United Kingdom
Re:Rezolve AI Limited
Registration Statement on Form F-1
Filed September 9, 2024
File No. 333-282004
Dear Daniel Wagner:
            We have conducted a limited review of your 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.
Registration Statement on Form F-1
Selling Holders, page 88
1.Please revise your disclosure to indicate whether the selling stockholders are broker-
dealers or affiliates of broker-dealers. If any are registered broker-dealers who acquired
their shares as investments, rather than as transaction-based compensation for the
performance of investment banking or similar services, they should be named as
underwriters. With respect to any affiliates of registered broker-dealers, you should
indicate whether they acquired the securities to be resold in the ordinary course of
business. Also indicate whether at the time of the acquisition they had any agreements,
understandings or arrangements with any other persons, either directly or indirectly, to
dispose of the securities.

September 20, 2024
Page 2
2.Please provide disclosure of any material relationship each selling security holder has had
with the company and its affiliates during the prior three years. Refer to Item 507 of
Regulation S-K.
Plan of Distribution, page 117
3.We note your disclosure on page 117 that your selling securityholders may sell their
securities in one or more underwritten offerings. Please confirm your understanding that
the retention by a selling stockholder of an underwriter would constitute a material change
to your plan of distribution requiring a post-effective amendment. Refer to your
undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
            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 Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Penny J. Minna, Esq.

CORRESP
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Acceleration Request

 Rezolve AI Limited

3rd Floor, 80 New Bond Street

London, W1S 1SB

 United
Kingdom

 July 5, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Trade & Services

 100
F Street, N.E.

 Washington, D.C. 20549

Attention:

 Matthew Crispino

 Inessa Kessman

Robert Littlepage

 Re:  

 Rezolve AI Limited

 Registration
Statement on Form F-4

 File No. 333-272751

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rezolve AI Limited (the “Company”) hereby requests
acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on July 9, 2024, or as soon thereafter as practicable, or at such other time as the Company, or their outside counsel, DLA Piper LLP
(US), requests by telephone that such Registration Statement be declared effective.

 Please contact Penny Minna of DLA Piper LLP (US) at
(410) 580-4228 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

REZOLVE AI LIMITED

 /s/ Daniel Wagner

Name: Daniel Wagner

Title: Chief Executive Officer

CORRESP
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CORRESP

 Rezolve AI Limited

3rd Floor, 80 New Bond Street

 London, W1S 1SB

United Kingdom

 June 24, 2024

 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. 6 to Registration Statement on Form F-4

Filed June 11, 2024

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 June 20, 2024 (the “Comment Letter”), in respect of Rezolve AI Limited’s
(the “Registrant”) Amendment No. 6 to Registration Statement on Form F-4, filed with the Commission on June 20, 2024 (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.

Amendment No. 6 to Registration Statement on Form F-4

Background of the Business Combination, page 130

1.
 Staff’s comment: 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.

 Response: The Registrant respectfully acknowledges the Staff’s comment
and has revised the disclosure on pages 140, 142 and 144 of the Amendment to clarify that ANY’s revenues and historical results were not material to Rezolve’s business model or the Projections following the introduction of
Rezolve’s Brain offering on July 25, 2023 and Rezolve’s transition towards a subscription-based business model.

 U.S. Securities and Exchange Commission

June 24, 2024

  Page
 2

 Report of Independent Registered Public Accounting Firm, page F-3

2.
 Staff’s comment: 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.

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. Note 2.1 Basis of presentation of the Carve-out Consolidated Financial Statements
(F-9) details the basis, constituents of the carve-out financials and the reorganization.

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, additionally Rezolve AI Limited and Rezolve limited have common ownership. The organizational
structure on page 6 has been amended to highlight the common ownership. Filing the financial statements of Rezolve AI Limited would not provide investors with a view of the Company.

.

 General

3.
 Staff’s comment: 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.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on
pages 218, 223, 230-231 and 234 of the Amendment.

 * * *

 U.S. Securities and Exchange Commission

June 24, 2024

  Page
 3

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions
related to this letter or require further information, please contact Gerry Williams at (404) 736-7891 or Penny Minna at (410) 580-4228.

Sincerely,

 Rezolve AI Limited.

/s/ Daniel Wagner

Name: Daniel Wagner

Title: Chief Executive Officer

cc:
 Penny Minna, Esq.

DLA Piper LLP (US)

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

CORRESP
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CORRESP

 Rezolve AI Limited

3rd Floor, 80 New Bond Street

 London, W1S 1SB

United Kingdom

 June 11, 2024

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. 5 to Registration Statement on Form F-4

Filed May 20, 2024

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 June 4, 2024 (the “Comment Letter”), in
respect of Rezolve AI Limited’s (the “Registrant”) Amendment No. 5 to Registration Statement on Form F-4, filed with the Commission on May 20, 2024 (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.

Amendment No. 5 to Registration Statement on Form F-4

The Business Combination Proposal

 Armada Board of
Directors’ Reasons for the Approval of the Business Combination, page 139

1.
 Staff’s comment: Given that you are unable to consolidate ANY Lifestyle Marketing
GmbH as a primary beneficiary, please disclose whether the change has affected the board’s recommendation that stockholders approve the transaction. Also, disclose if the board believes Marshall & Steven’s fairness opinion remains
valid.

 Response: The Registrant respectfully acknowledges the Staff’s comment and has revised
the disclosure on pages 139-142 of the Amendment.

 U.S. Securities and Exchange Commission

June 11, 2024

 Page 2

 Rezolve Financial Projections, page 148

2.
 Staff’s comment: Please tell us what consideration you have given to revising the
projections to include the actual historical results for CY 2023.

 Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 155 of the Amendment.

 Rezolve AI Limited and Subsidiaries

 Carve-out Consolidated Statements of Changes in Shareholders’ Deficit, page F-7

3.
 Staff’s comment: Please clarify why you continue to have deferred shares for ANY
recorded on your Carveout Consolidated Statements of Changes in Shareholders’ Deficit.

 Response:
The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff that the Financial statements have been restated to reflect the removal of the deferred shares and equity return to APIC, on return of the
shares and cancellation of the transaction.

 14. Related party disclosures, page F-35

4.
 Staff’s comment: Please revise your related party disclosure to allow readers to
reconcile related party transactions to your consolidated financial statements.

 Response: The
Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages F-35 of the Amendment.

General

5.
 Staff’s comment: You disclose on page 35 and 233 that you expect to commercialize the
Rezolve platform in quarter 4 of 2024 with Grupo Carso and that you expect revenues to increase significantly in 2024 and 2025. Please expand your disclosure to state the basis for these statements. Explain if you have executed contracts with
certain partners.

 Response: The Registrant respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 35, 218, 223 and 233 of the Amendment.

6.
 Staff’s comment: We note your statement on page 35, 233 and F-9 that Rezolve was incorporated on January 5, 2023 under the name Rezolve Group Limited and changed its name on June 5, 2023 to Rezolve AI Limited. Please reconcile this statement to the organization
charts on pages 6 through 8. Your disclosure should accurately reflect all names and dates.

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

 U.S. Securities and Exchange Commission

June 11, 2024

 Page 3

7.
 Staff’s comment: On pages 108, 242, and F-16,
you discuss the granting 58,315,800 employee shares. However, on page 108 these shares are valued at $62,239,276, on page 242 they are valued at $5,831,580, and on F-16 they are valued at $36,738,954. Please
explain the inconsistency with regards to valuing these shares. Revise accordingly.

 Response: The
Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 46,47, 102-108 and 242 of the Amendment.

* * *

 U.S. Securities and Exchange Commission

June 11, 2024

 Page 4

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions
related to this letter or require further information, please contact Gerry Williams at (404) 736-7891 or Penny Minna at (410) 580-4228.

Sincerely,

Rezolve AI Limited.

/s/ Daniel Wagner

Name: Daniel Wagner

Title: Chief Executive Officer

cc:

Penny Minna, Esq.

DLA Piper LLP (US)

United States securities and exchange commission logo
June 4, 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.
Amendment No. 5 to Registration Statement on Form F-4
The Business Combination Proposal
Armada Board of Directors' Reasons for the Approval of the Business Combination, page 139
1.Given that you are unable to consolidate ANY Lifestyle Marketing GmbH as a primary
beneficiary, please disclose whether the change has affected the board’s recommendation
that stockholders approve the transaction. Also, disclose if the board believes Marshall
& Steven's fairness opinion remains valid.
Rezolve Financial Projections, page 148
2.Please tell us what consideration you have given to revising the projections to include the
actual historical results for CY 2023.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 June 4, 2024 Page 2
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
June 4, 2024
Page 2
Rezolve AI Limited and Subsidiaries
Carve-out Consolidated Statements of Changes in Shareholders' Deficit, page F-7
3.Please clarify why you continue to have deferred shares for ANY recorded on your Carve-
out Consolidated Statements of Changes in Shareholders' Deficit.
14. Related party disclosures, page F-35
4.Please revise your related party disclosure to allow readers to reconcile related party
transactions to your consolidated financial statements.
General
5.You disclose on page 35 and 233 that you expect to commercialize the Rezolve platform
in quarter 4 of 2024 with Grupo Carso and that you expect revenues to increase
significantly in 2024 and 2025. Please expand your disclosure to state the basis for these
statements. Explain if you have executed contracts with certain partners.
6.We note your statement on page 35, 233 and F-9 that Rezolve was incorporated on
January 5, 2023 under the name Rezolve Group Limited and changed its name on June 5,
2023 to Rezolve AI Limited. Please reconcile this statement to the organization charts on
pages 6 through 8. Your disclosure should accurately reflect all names and dates.
7.On pages 108, 242, and F-16, you discuss the granting 58,315,800 employee
shares. However, on page 108 these shares are valued at $62,239,276, on page 242 they
are valued at $5,831,580, and on F-16 they are valued at $36,738,954. Please explain the
inconsistency with regards to valuing these shares. Revise accordingly.
            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

CORRESP
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CORRESP

 Rezolve AI Limited

3rd Floor, 80 New Bond Street

 London, W1S 1SB

United Kingdom

 May 20, 2024

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:

 KyleWiley

Matthew Crispino

Inessa Kessman

Robert Littlepage

Re:
 Rezolve AI Limited

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

Filed January 19, 2024

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 April 12, 2024 (the “Comment Letter”), in respect of Rezolve AI
Limited’s (the “Registrant”) Amendment No. 4 to Registration Statement on Form F-4, filed with the Commission on January 19, 2024 (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.

Form F-4 filed January 19, 2024

Business of Rezolve AI Limited

 Acquisitions

Any Lifestyle Marketing GmbH, page 237

1.
 Staff’s comment: We note your response to prior comment 4. Please file as exhibits
the agreements you provided as supplemental information or advise why this is not required. Refer to Refer to Item 21 of Form F-4 and Item 601(b)(2) and (10) of Regulation
S-K.

 Response: The Registrant respectfully acknowledges the
Staff’s comment and have filed the supplemental materials as Exhibits 10.18 to 10.24 (inclusive) to the Amendment.

 U.S. Securities and Exchange Commission

May 20, 2024

 Page 2

 Financial Statements – Rezolve AI Limited and Subsidiaries

Note 15. Business Combinations

 Acquisition of Any
Lifestyle Marketing GmbH (“ANY Acquisition”), page F-32

2.
 Staff’s comment: We note your response to comments four to nine of your letter dated
January 18, 2024, and your correspondence dated January 25, 2024, March 6, 2024, and March 22, 2024, regarding the consolidation of ANY. Based on the responses and additional teleconferences on March 5 and 21, 2024, we
object to your conclusion to consolidate ANY as the primary beneficiary as of August 30, 2021 through February 11, 2022 and subsequent to December 28, 2022. We do not believe that the contractual rights in the Binding Term Sheets
provide Rezolve the power to direct the activities that most significantly impact the VIE’s economic performance.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosures throughout the
Amendment to remove all references to ANY Lifestyle Marketing GmbH (“ANY”). In addition, the Registrant has restated its consolidated combined carve-out financial statements for the year ended
December 31, 2022, by restating the comparative financial statements for the year ended December 31, 2023, submitted with the Amendment by not consolidating ANY.

* * *

 U.S. Securities and Exchange Commission

May 20, 2024

 Page 3

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions
related to this letter or require further information, please contact Gerry Williams at (404) 736-7891 or Penny Minna at (410) 580-4228.

Sincerely,

Rezolve AI Limited.

/s/ Daniel Wagner

Name: Daniel Wagner

Title: Chief Executive Officer

 cc:

 Penny Minna, Esq.

DLA Piper LLP (US)

United States securities and exchange commission logo
April 12, 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. 4 to Registration Statement on Form F-4
Filed January 19, 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 December 18, 2023 letter.
Form F-4 filed January 19, 2024
Business of Rezolve AI Limited
Acquisitions
Any Lifestyle Marketing GmbH, page 237
1.We note your response to prior comment 4.  Please file as exhibits the agreements you
provided as supplemental information or advise why this is not required. Refer to Refer to
Item 21 of Form F-4 and Item 601(b)(2) and (10) of Regulation S-K.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 April 12, 2024 Page 2
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
April 12, 2024
Page 2
Financial Statements - Rezolve AI Limited and Subsidiaries
Note 15. Business Combinations
Acquisition of Any Lifestyle Marketing GmbH ("ANY Acquisition"), page F-32
2.We note your response to comments four to nine of your letter dated January 18, 2024,
and your correspondence dated January 25, 2024, March 6, 2024, and March 22, 2024,
regarding the consolidation of ANY.  Based on the responses and additional
teleconferences on March 5 and 21, 2024, we object to your conclusion to consolidate
ANY as the primary beneficiary as of August 30, 2021 through February 11, 2022 and
subsequent to December 28, 2022.  We do not believe that the contractual rights in the
Binding Term Sheets provide Rezolve the power to direct the activities that most
significantly impact the VIE’s economic performance.
            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

CORRESP
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CORRESP

 Rezolve AI Limited

3rd Floor, 80 New Bond Street

 London, W1S 1SB

United Kingdom

 March 22, 2024

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3628

 Attention:  Kyle Wiley

Matthew Crispino

Robert Littlepage

Re:
 Rezolve AI Limited

Amendment No. 4 to Registration Statement on Form S-4

Filed January 18, 2024

File No. 333-272751

Ladies and Gentlemen:

 This letter is submitted in connection
with a telephone conference held with the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) held on March 21, 2024 in respect of Rezolve AI Limited’s
(“we”, “our” or “us”) Amendment No. 4 to the Registration Statement on Form S-4, filed with the Commission on January 18, 2024 (the “Registration
Statement”). Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

 In
response to a request made by the Staff following the call, we are attaching the text of our responses provided to the Staff via email prior to and after the call to this correspondence as Annex A and Annex B, respectively.

* * *

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions
related to this letter or require further information, please contact Gerry Williams at (404) 736-7891 or Penny Minna at (410) 580-4228.

Sincerely,

Rezolve AI Limited.

Name: Daniel Wagner

Title: Chief Executive Officer

cc:
 Penny Minna, Esq.

DLA Piper LLP (US)

 ANNEX A

Dear SEC team,

 In advance of our call today, we have prepared
the following for your review and reference. The chronology in the table below highlights key events in our ownership and management of ANY Lifestyle from the date of acquisition to end 2023.

We have also reviewed the legal boilerplate in Schedule 4 from the Agreement ‘Acts requiring consent of the Buyer’ and commented on each and every
possible breach of those terms which will also, we believe be helpful to you in advance of todays call.

 Regards,

Richard Burchill

 Chief Financial Officer

Rezolve Timeline from Acquisition of ANY Lifestyle

 Date

 Description

 Accounting/Notes

August 28, 2021

Peter Vesco appointed Chairman

Peter Vesco daily in the offices of ANY and regular visits in all locations,

August 30, 2021

Acquisition agreement “Signed Binding Term Sheet”

VIE model – Primary Beneficiary

September 6, 2021

Commencement of Weekly Management Meetings chaired by Peter Vesco

Agenda: sales reporting, new initiatives, project controlling, HR topics, Budget/FC and investments. New ANY sales proposition kick off

September 10, 2021

New reporting format launched

Format to align with Rezolve P&L structure and KPIs

September 14, 2021

 New ANY website launched (Archive snapshot here: https://web.archive.org/web/20211211221925

/https://www.any-lifestyle.de/)

Promoting Rezolve services (Audio and Print Watermarks, GeoZones, etc.) Current live website https://www.any-lifestyle.de

September 15, 2021

Commencement of marketing

Mailing campaign, meetings, public events to introduce the new ANY to all clients: ANY is a digital omnichannel marketing agency

September 15, 2021

Launch of the “ANY APP powered by Rezolve” project

Merchant to promote their offers via GeoZones and Instant Buy. Consumers / Listener to benefit from best offers.

September 17, 2021

Commencement of Sales Training

Rezolve invested materially in creation of the ANY app and marketing (e.g. Commandante marketing, eqnx-solutions, Freiheit Gruppe etc.)

September 21, 2021

Company wide sales initiative to sell “Rezolve SDK” to the top 100 clients

Decision to rebrand ANY Lifestyle GmbH to Rezolve Lifestyle Germany GmbH

November 30, 2021

New Executive Management announced

Key people from Rezolve in executive positions. Georg von Waldenfels Head of Marketing, Ercan Kilic Head of Sales Ops, Daniel Danilov Head of Backoffice Merchant boarding. New sales director Uwe Stoffel with a digital
background.

December 3, 2021

Sales incentive plan of €1m

Communicated to Sales Teams for selling Rezolve technologies

February 11, 2022

Formal transfer of all shares to Rezolve

VIE model – Primary Beneficiary

June 22, 2022

Press Announcement of app launch and acquisition

 https://www.globenewswire.com/en/news-release

/2022/06/15/2463039/0/en/Rezolve

 -acquires-ANY-Lifestyle-Marketing-in-Germany

-intended-to-revolutionize-Mobile-Engagement.html

July 7, 2022

Launch of ANY Club (exclusive offers for members)

Commencement of a series of executive events for “Instant Checkout”, “Digital Marketing”, “The future of e-commerce” – all held at the Radio Stations’
offices.

September 20, 2022

Introduction of ‘Instant Buy for Web’ and commencement of sales focus

December 28, 2022

Temporary change of legal ownership of ANY to Radio Group due to listing timeline expiration. Active process to renew (requiring new documentation and German Notary process)

VIE model – Primary Beneficiary.

Q1 2023

A series of customer events and workshops held at Radio Station’s offices

May 24, 2023

Extension to the acquisition agreement finalized and Notarized

VIE model – Primary Beneficiary

June 9, 2023

Launch of new Rezolve Digital Initiatives

 •  ANY Deals powered by Rezolve (WhatsApp Marketing using Rezolve
SmartCodes and Instant Checkout)

•  Promotion of Brain Assistant via Radio Spots and Events (biweekly “Orange
hour”)

 •  Creating
sales pipe for Brain Commerce (e.g. Lufthansa, ECE, Addidas, SportFive, etc)

November 17, 2023

Extension to the acquisition agreement finalized and Notarized

VIE model – Primary Beneficiary

 Review of Consent and possible breach of Schedule 4 from the Acquisition Agreement

Schedule 4 is a boilerplate legal appendix that has many elements that are unlikely or virtually impossible to breach. Nevertheless, we have responded
outlining a combination of legal, contractual, and operational responses as appropriate. In summary, for each requirement, Rezolve could consider specific steps to mitigate the impact of the breach and ensure compliance moving forward. Below, we
outline potential actions for each:

1.
 Creating, Extending, or Issuing Securities Without Consent: Rezolve can demand immediate cessation of
any unauthorized activities and seek legal remedies, including injunctive relief to prevent further breaches and damages for any losses incurred. We may also negotiate for a reversal or annulment of the transactions if possible.

2.
 Allotting Shares or Securities Without Consent: Similar to the first, demand cessation and seek damages.
Additionally, consider requiring the company to repurchase or cancel the unauthorized shares or securities.

3.
 Entering/Terminating Material Contracts Without Consent: Request a detailed review of the contract in
question, including its terms and implications for the business. If termination is already executed, negotiate for reinstatement or seek damages. For unauthorised entries into contracts, seek termination if detrimental, or ratification along with
stricter future oversight although we are confident our current oversight is sufficiently stringent to prevent this abuse.

4.
 Departing from Normal Trading Operations: Demand an immediate return to the agreed scope and manner of
operations. Implement more rigorous monitoring and approval processes for operational decisions although we are confident our current oversight is sufficiently stringent to prevent this abuse.

5.
 Unapproved Budgeting Decisions: Require the submission of the unauthorised budget for review and
adjustment in line with Rezolve’s consent. Implement tighter controls on future budgetary processes although we are confident our current oversight is sufficiently stringent to prevent this abuse.

6.
 Incurring Unbudgeted Costs: Insist on a review of all unbudgeted expenditures and demand reimbursement
or offsetting of any unauthorised spending. Strengthen financial controls and approval thresholds although we are confident our current oversight is sufficiently stringent to prevent this abuse.

7.
 Unapproved Remuneration Changes: Reverse any unauthorised remuneration changes. Implement strict
guidelines and approval processes for any future changes in remuneration.

8.
 Acquiring Assets on Unapproved Terms: Assess the impact and potential benefits of the acquisitions. If
detrimental, negotiate for termination or reversal of the agreements. Enhance oversight on asset acquisitions.

9.
 Disposing of Significant Fixed Assets: Demand a halt to any ongoing or planned disposals not approved.
If already completed, negotiate for the recovery of assets or compensation. Strengthen asset management policies and approval processes although we are confident our current oversight is sufficiently stringent to prevent this abuse.

10.
 Allowing Liens on Assets: Require an immediate report of all such liens and negotiate their removal.
Improve oversight on financial dealings to prevent future occurrences although in reality, getting a lien on assets would almost certainly require involvement from Rezolve’s local manager.

11.
 Writing Off or Releasing Significant Debts: Demand justification and review the decisions for writing
off or releasing debts. If unjustified, seek recovery or adequate compensation. In reality, the writing off of debt would be a decision for Rezolve and Rezolve financial advisors.

12.
 Insurance Policy Lapses or Void Actions: Demand immediate renewal or replacement of lapsed policies and
rectification of any actions that could void policies. Implement checks to ensure continuous coverage.

13.
 Unauthorized Dividends or Distributions: Demand cessation and recovery of distributed amounts where
possible. Implement strict controls on financial distributions although, again, we are confident our current oversight is sufficiently stringent to prevent this abuse.

14.
 Unapproved Borrowing or Credit: Review the terms and necessity of the borrowing or credit. Negotiate for
repayment or restructuring. Tighten financial controls and approval for future borrowings although we are confident our current oversight is sufficiently stringent to prevent this abuse.

15.
 Settling Legal or Arbitration Proceedings Without Consent: Review the terms of the settlement. If
unfavourable, consider legal options to contest or renegotiate. Establish protocols for handling legal matters but unlikely any legal issues could be settled or run without knowledge and oversight of Rezolve’s local manager.

16.
 Making Unapproved Loans or Advances: Demand a review of all such transactions. Seek recovery of funds or
adequate security. Strengthen oversight on financial disbursements although we are confident our current oversight is sufficiently stringent to prevent this abuse.

17.
 Dismissal or Alteration of Sales/Marketing Employee Terms: Review the circumstances and legality of any
dismissals or contractual changes. If wrongful, negotiate reinstatement or compensation. Implement clear HR policies and approval processes.

18.
 Disposing of Shares or Securities in Other Companies: Halt any ongoing or planned disposals. If
disposals have been made, assess options for recovery or compensation. Currently there are no such shares or securities held by ANY.

19.
 Unapproved Capital Transactions: Reverse or modify any capital transactions not consented to. Strengthen
governance over capital management decisions although we are confident our current oversight is sufficiently stringent to prevent this abuse.

20.
 Admitting New Shareholders Without Consent: Review the admissions and negotiate for rescission if
necessary. Implement tighter controls on shareholder admissions although we are confident our current oversight is sufficiently stringent to prevent this abuse.

21.
 Selling Assets or Granting Options Without Consent: Stop any unauthorised sales or options. Negotiate
for reversal or compensation. Establish clear asset management and disposal policies although we are confident our current oversight is sufficiently stringent to prevent this abuse.

22.
 Licensing Intellectual Property Without Consent: Review the terms and potential impact of the licenses.
If detrimental, seek to terminate or renegotiate. Ensure IP management is closely monitored but unlikely any IP could be licensed without knowledge and oversight of Rezolve’s local manager, and ANY doesn’t own IP of value currently.

23.
 Engaging in Mergers, Acquisitions, or Partnerships Without Consent: Evaluate the strategic fit and
impact of such actions. If unfavourable, negotiate for exit or dissolution. Highly unlikely this could take place without Rezolve’s involvement.

24.
 Real Estate Transactions Without Consent: Halt any unauthorized transactions. If completed, assess and,
if necessary, reverse or seek compensation. Highly unlikely this could take place without Rezolve’s involvement.

25.
 Factoring or Disposing of Book Debts Without Consent: Assess the impact and terms of such transactions.
Seek reversal or ensure terms are favourable. Highly unlikely this could take place without Rezolve’s involvement.

26.
 Excessive Guarantees or Indemnities: Demand an immediate review of all such guarantees or indemnities.
If the guarantees or indemnities are found to be unjustifiably high or not in the best interest of the company, negotiate for their cancellation or reduction. Implement strict controls and require buyer consent for future guarantees or indemnities
above a certain threshold. Highly unlikely this could take place without Rezolve’s involvement.

27.
 Altering Bank Mandates Without Consent: Request an immediate report of all changes made to the bank
mandates. Review these changes for their impact on the company’s financial operations. If changes are found to be detrimental or unauthorized, seek to reverse them. Highly unlikely this could take place without Rezolve’s involvement and
approval.

28.
 Delegating Board Powers or Duties Without Consent: Review the extent and impact of the delegated powers
or duties. If such delegation is found to be inappropriate or harmful to the company’s interests, seek to revoke the delegation. Moving forward, implement governance rules that restrict the delegation of certain board powers and duties without
prior consent from Rezolve.

29.
 Changing Auditors Without Consent: If new auditors have been appointed or existing auditors removed
without consent, evaluate the qualifications and independence of the new auditors. If the change is deemed not in the best interest of the company, negotiate for the reappointment of the previous auditors or a new selection process that includes the
buyer’s involvement. Rezolve needs to consent the appointment of auditors so highly unlikely this could take place.

30.
 Letting Insurance Policies Expire Without Renewal: Demand an immediate assessment of all lapsed
policies. Ensure that new policies are secured as soon as possible to maintain continuous coverage, choosing terms that are reasonable given current market conditions. Review the reasons behind the lapse and implement procedures to prevent future
lapses, such as automated renewal alerts or more stringent oversight of the company’s insurance portfolio.

 For all these situations, Rezolve believes that it has already put in place robust mechanisms and checks to
prevent future breaches. This includes direct communication and control of the company’s management, with rigorous oversight and approval processes, and a strong and effective governance structure which ensures alignment with Rezolve’s
interests.

 ANNEX B

All,

 I wanted to thank you for your time on the call today and
for your forbearance of me and my contribution.

 In the interests of expediency, I thought this note might be helpful:

1.
 Rezolve has been in uninterrupted control of ANY since August 2021 including the appointment of a

CORRESP
1
filename1.htm

SEC Response Letter

 Rezolve AI Limited

3rd Floor, 80 New Bond Street

 London, W1S 1SB

United Kingdom

 January 18, 2024

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. 3 to Registration Statement on Form F-4

 Filed December 6, 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 December 18, 2023 (the “Comment Letter”), in respect of Rezolve AI
Limited’s (the “Registrant” or “We”) Amendment No. 3 to Registration Statement on Form F-4, filed with the Commission on December 6, 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.

Amendment No. 3 to Registration Statement on Form F-4

Questions and Answers About the Proposals

 Q: What
revenues and profits/losses has Rezolve generated in the last two years?, page 18

1.
 Staff’s comment: Please revise your disclosure to clarify that Rezolve currently
generates the majority of its revenue through the sale of radio advertisements on Radio Group radio stations and that it has not yet generated any revenue from the Rezolve Platform. Please include similar disclosure in the overview section of
Rezolve’s business discussion on page 217.

 U.S. Securities and Exchange Commission

January 18, 2024

  Page
 2

 Response: The Registrant respectfully acknowledges the Staff’s
comment and has revised the disclosure on pages 18 and 220 of the Amendment.

 Unaudited Pro Forma Condensed Combined Financial Information

 Unaudited Pro Forma Condensed Combined Balance Sheet, page 104

2.
 Staff’s comment: Please revise to show your negative cash and cash equivalents as
bank overdrafts in the liability section of your pro forma condensed combined balance sheet.

 Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 105 of the Amendment.

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

3.
 Staff’s comment: We note your statement on page
F-53 that as of June 30, 2023 you have concluded that “significant doubt exits regarding the entity’s ability to continue as a going concern.” Please disclose that at the forefront of your
MD& A and Liquidity sections. Your Liquidity section should comply with guidance in Item 303(b)(1) of Regulation S-K.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on
pages 237 and 258-259 of the Amendment.

 Financial Statements—Rezolve AI Limited and Subsidiaries

 Note 15. Business Combinations

 Acquisition of
Any Lifestyle Marketing GmbH (“ANY Acquisition”), page F-31

4.
 Staff’s comment: We understand from your response that there are no written
agreements that give you the right to ANY’s income or obligate you to fund ANY. Please tell us whether the oral agreements that establish this right and obligation are enforceable and the basis for such determination.

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully refers the Staff to the contractual agreement, dated
August 30th, 2021, and the excerpt which cites the rights of Rezolve (“the Buyer”) to the income of ANY:

 “The Sellers and the
Buyer“ agree that all revenues and income of Any Lifestyle Marketing GmbH“ beginning with the 01. August 2021 will be in beneficial ownership of the Buyer“.

The Registrant is supplementally providing the contractual agreement.

The Registrant is providing further support for the conclusion that the oral agreements establish enforceable obligations to fund ANY:

•

 Contractual relationship letter signed by Stephan Schwenk on April 30, 2023, noting “ANY continues to
rely on Rezolve for any shortfall in funding necessary to operate the business, including settling invoices for professional service providers. In the event of operational losses, Rezolve is required to fund ANY in order for it to operate
sufficiently”.

 U.S. Securities and Exchange Commission

January 18, 2024

  Page
 3

•

 Fees due under the standstill agreement (June 9, 2022) have been paid by Rezolve in the amounts of €70,000
on September 12, 2022 and December 8, 2022 in order to fund ANY payments to the Radio Group for the settlement of trade payables.

•

 On September 28, 2023, Rezolve and ANY concluded a loan agreement governed under UK law with a nominal
amount of EUR 100,000 (the Loan Agreement). The loan was disbursed from Rezolve to ANY on September 29, 2023.

5.
 Staff’s comment: We note from your response to comment 13 that ANY’s
shareholders do not have the ability to frustrate your power granted through the power of attorney. We further note that the power of attorney “shall cease upon revocation, which may be declared at any time, and return of this deed to the
Principal.” It appears that the ANY shareholders may revoke Peter Vesco’s power of attorney at any time. Please confirm our understanding, and if true, tell us why you believe Rezolve has power when it may be
kicked-out at any time. In addition, we note from the power of attorney expired on 31 December 2021. Please explain to us why you continue to believe it provides you power when it appears to be expired.

 Response: The Registrant respectfully acknowledges the Staff’s comment is responding to the Staff’s
question below.

 The Registrant is providing supplementally the agreements listed below which grant Rezolve the power to direct the activities of ANY
which most significantly impact ANY:

•

 Binding Term sheet dated August 30, 2021: Acts requiring consent of the Buyer (schedule 4) lists the
material decisions which most significantly impact the economic variability of ANY and give rise to power since August 2021. The Binding Term sheet has not expired and has not been revoked. The acts requiring consent of the buyer cannot be revoked
and therefore, leave Rezolve with the power to direct the activities of ANY. The Binding Term Sheet is an enforceable legal contract.

•

 The second Binding Term Sheet dated May 24, 2023, reiterates the acts requiring consent of the Buyer in
schedule 3.

•

 Signed Confirmation letter details: Effective Power with respect to Any Lifestyle Marketing GMBH section 2,
detailing section 2.1 to 2.3, signed by Stephan Schwenk, shareholder of Radio Group (shareholder of ANY). This signed Confirmation letter references schedule 4 of the Binding Term Sheet.

The Registrant believes that kick-out of Rezolve is unlikely given that, the shareholders signed further agreements
after December 31, 2021 which leave Rezolve with the power to direct the activities of ANY (as noted above), and these agreements are not revocable unless Rezolve breaches the terms and conditions of the Binding Term Sheet. The ongoing
discussions with the Radio Group demonstrate the intention to continue to go forward with completing the transaction such that control under both of the Variable Interest Entity and Voting Interest Model would align.

 U.S. Securities and Exchange Commission

January 18, 2024

  Page
 4

6.
 Staff’s comment: We note your disclosure on page
F-18 that “The terms and conditions of the marketing agreement with Radio Group permit Radio Group to terminate the Company’s ability to sell customers radio advertisements on a Radio Group radio
station at any time (subject to notice and certain other provisions).” Please tell us how you considered this provision in your analysis under ASC 810. In this regard, tell us whether this provision represents a substantive kick-out right, based on the design of ANY that would permit Rezolve to “enjoy the benefit from sales of advertisements on the Radio Group stations while remaining in compliance with local laws related to the
ownership of media organizations” (September 22, 2023 response).

 Response: The Registrant respectfully
acknowledges the Staff’s comment and respectfully advises the Staff that the above was noted as a revenue risk in the notes to the Company’s financial statements.

The provision does not represent a substantive kick-out right, since the Binding Term Sheet dated August 30th, 2021 requires that Radio Group honor the Marketing Agreement for a period of not less than five years from the date of the Binding Term Sheet. The Registrant refers to 5.1 (“Marketing
Agreements”) of the Binding Term Sheet.

 Additionally, if the Radio Group did not supply sufficient radio advertising slots for ANY to sell, this is
a supply chain risk which is mitigated by the fact that there are over 500 radio stations in Germany with which ANY may enter into separate agreements to obtain and resell their radio advertising slots.

7.
 Staff’s comment: We note from your response to comment 11 that you cite a document
titled “Power of disposal over ANY Lifestyle Marketing GmbH.” We could not locate such document. Please direct us to where we may find it or provide it to us supplementally if you have not yet done so. Further, you cite various documents
in your response to comment 12, such as an Original Term Sheet and Second Term Sheet. Please provide supplementally us with all such documents that give rise to your power of ANY. Last, explain to us how the provisions in a term sheet or memorandum
of understanding are enforceable, as we understand that these type documents generally set forth preliminary terms of negotiation but do not represent a meeting of the minds.

Response: The Registrant respectfully acknowledges the Staff’s comment and is supplementally providing “Agreement in context of
the binding term sheet” which includes Annex J “Power of disposal over ANY Lifestyle Marketing Agreement GmbH”.

 The Registrant is
supplementally providing all documents which give Rezolve the power over ANY including the Original Term Sheet (the Binding Term Sheet, August 30th, 2021) and Second Term Sheet (the Binding Term
Sheet, May 24th, 2023).

 These provisions are enforceable under local law, since they are binding
agreements as documented and notarized as required by local law.

8.
 Staff’s comment: Please tell us why the power of attorney you provided to us dated
August 23, 2021 was not signed by the shareholders of ANY.

 Response: The Registrant respectfully acknowledges
the Staff’s comment and respectfully advises the Staff that this was an addendum to the Binding Term Sheet in August 2021 in which the shareholders of ANY (Radio Group shareholder Stephan Schwenk (“Mr. Schwenk”)) signed the whole
agreement.

 U.S. Securities and Exchange Commission

January 18, 2024

  Page
 5

 We also note that control provided to Rezolve is supported by Mr Schwenk’s Signed Confirmation letter
(supplementally provided) which makes reference to the following agreements and clauses:

•

 Rezolve Radio Group Binding Term sheet: Acts requiring consent of the Buyer, detailing Schedule 4

•

 Effective Power with respect to ANY Lifestyle Marketing GmbH section 2, detailing section 2.1 to 2.3 outlines
power held by Rezolve executive management.

 The power of attorney, when looked at as part of numerous interlocking rights granted
through the above mentioned documents grant power to Rezolve and should not be looked at in isolation.

9.
 Staff’s comment: We note on page 68 that the failure of Rezolve to pay cash to the
sellers of ANY may result in the reversal of the acquisition of ANY. Please explain to us how the failure to pay cash to the sellers of ANY would result in deconsolidation of ANY when you purportedly control ANY through the Power of Attorney.

 Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff
that the reversal of ANY is a potential outcome through the courts or if requested by the sellers if Rezolve doesn’t pay the amended acquisition consideration of $7.1 million.

The Registrant highlighted this as a risk factor that if Rezolve fails to pay for ANY, Radio Group may claim through the courts, arbitration or renegotiation
that they were not paid the amended consideration and commence legal action to reverse the acquisition of ANY.

 Rezolve continues to control ANY through
the power criteria established through the Power of Attorney, schedule 4 of the Binding Term Sheet (August 30th, 2021) and renewed through the second Binding Term Sheet (May 24th, 2023).

10.
 Staff’s comment: We note your revisions to your disclosures regarding ANY in response
to prior comment 13. Notwithstanding the above comments, please further disclose how your involvement with ANY impacted your financial position, financial performance, and cash flows. Refer to ASC 810-10-50-2AA.

 Response: The
Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on note 10 of the Condensed Interim Carve-Out Consolidated Financial Statements for the periods ending June 30,
2023 and note 15 of the Carve-Out Consolidated Financial Statements for the year ended December 31, 2022.

The Registrant has further disclosed how its involvement with ANY has impacted the financial position, financial performance and cash flows in accordance with
ASC 810-10-50-2AA.

 Condensed
Interim Carve-out Consolidated Statements of Operations, page F-46

 U.S. Securities and Exchange Commission

January 18, 2024

  Page
 6

11.
 Staff’s comment: Tell us why impairment of goodwill of $1,080,110 is its own line
item, while impairment of customer lists of $5,612,167 is included in other operating costs and expenses. Please revise in accordance Rule 5-03 of Regulation S-X.

 Response: The Registrant respectfully acknowledges the Staff’s comments and has revised the
disclosure on page F-5 of the Amendment to present the impairment of the customer list separately.

 General

12.
 Staff’s comment: We note your response to prior comments 4 and 6. Given the
significance of your involvement with Radio Group, please refer to them as a related party throughout your filing. Also, disclose all the related party transactions on the face of your statement of comprehensive income 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 18, 66, 68, 220, 232, 233, 237, 239, 241, 250, 253 and 264 of the Amendment to refer to Radio Group as a related party.

The Registrant has also disclosed all related party transactions on the face of its Carve-out Statement of
Comprehensive Loss in accordance with Rule 4-08(k) of Regulation S-X.

13.
 Staff’s comment: We note your response to prior comment 9, however, we continue to
believe that since the reorganization has not taken place the name appearing on the financial statements should be revised to reflect the current circumstance.

Response: The Registrant respectfully disagrees with the Staff’s comment and has set forth their reasons below.

Overview of the Demerger

 The Demerger involves
establishing a new holding company, Rezolve AI Limited (“Rezolve AI”), which will acquire specified assets of Rezolve Limited and issue shares for distr

United States securities and exchange commission logo
December 18, 2023
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. 3 to Registration Statement on Form F-4
Filed December 6, 2023
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 October 10, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-4
Questions and Answers About the Proposals
Q: What revenues and profits/losses has Rezolve generated in the last two years?, page 18
1.Please revise your disclosure to clarify that Rezolve currently generates the majority of its
revenue through the sale of radio advertisements on Radio Group radio stations and that it
has not yet generated any revenue from the Rezolve Platform.  Please include similar
disclosure in the overview section of Rezolve's business discussion on page 217.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 December 18, 2023 Page 2
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
December 18, 2023
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 104
2.Please revise to show your negative cash and cash equivalents as bank overdrafts in the
liability section of your pro forma condensed combined balance sheet.
Rezolve's Management's Discussion and Analysis of Financial Conditions and Results of
Operations., page 234
3.We note your statement on page F-53 that as of June 30, 2023 you have concluded that
"significant doubt exits regarding the entity's ability to continue as a going
concern." Please disclose that at the forefront of your MD& A and Liquidity
sections. Your Liquidity section should comply with guidance in Item 303(b)(1) of
Regulation S-K.
Financial Statements - Rezolve AI Limited and Subsidiaries
Note 15. Business Combinations
Acquisition of Any Lifestyle Marketing GmbH ("ANY Acquisition"), page F-31
4.We understand from your response that there are no written agreements that give you the
right to ANY’s income or obligate you to fund ANY. Please tell us whether the oral
agreements that establish this right and obligation are enforceable and the basis for such
determination.
5.We note from your response to comment 13 that ANY’s shareholders do not have the
ability to frustrate your power granted through the power of attorney. We further note that
the power of attorney “shall cease upon revocation, which may be declared at any time,
and return of this deed to the Principal.” It appears that the ANY shareholders may revoke
Peter Vesco’s power of attorney at any time. Please confirm our understanding, and if
true, tell us why you believe Rezolve has power when it may be kicked-out at any time. In
addition, we note from the power of attorney expired on 31 December 2021. Please
explain to us why you continue to believe it provides you power when it appears to be
expired.
6.We note your disclosure on page F-18 that "The terms and conditions of the marketing
agreement with Radio Group permit Radio Group to terminate the Company’s ability to
sell customers radio advertisements on a Radio Group radio station at any time (subject to
notice and certain other provisions)." Please tell us how you considered this provision in
your analysis under ASC 810. In this regard, tell us whether this provision represents a
substantive kick-out right, based on the design of ANY that would permit Rezolve to
“enjoy the benefit from sales of advertisements on the Radio Group stations while
remaining in compliance with local laws related to the ownership of media organizations”
(September 22, 2023 response).

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 December 18, 2023 Page 3
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
December 18, 2023
Page 3
7.We note from your response to comment 11 that you cite a document titled “Power of
disposal over ANY Lifestyle Marketin GmbH.” We could not locate such
document. Please direct us to where we may find it or provide it to us supplementally if
you have not yet done so. Further, you cite various documents in your response to
comment 12, such as an Original Term Sheet and Second Term Sheet. Please provide
supplementally us with all such documents that give rise to your power of ANY. Last,
explain to us how the provisions in a term sheet or memorandum of understanding are
enforceable, as we understand that these type documents generally set forth preliminary
terms of negotiation but do not represent a meeting of the minds.
8.Please tell us why the power of attorney you provided to us dated August 23, 2021 was
not signed by the shareholders of ANY.
9.We note on page 68 that the failure of Rezolve to pay cash to the sellers of ANY may
result in the reversal of the acquisition of ANY. Please explain to us how the failure to pay
cash to the sellers of ANY would result in deconsolidation of ANY when you purportedly
control ANY through the Power of Attorney.
10.We note your revisions to your disclosures regarding ANY in response to prior comment
13. Notwithstanding the above comments, please further disclose how your involvement
with ANY impacted your financial position, financial performance, and cash flows. Refer
to ASC 810-10-50-2AA.
Condensed Interim Carve-out Consolidated Statements of Operations, page F-46
11.Tell us why impairment of goodwill of $1,080,110 is its own line item, while impairment
of customer lists of $5,612,167 is included in other operating costs and expenses. Please
revise in accordance Rule 5-03 of Regulation S-X.
General
12.We note your response to prior comments 4 and 6.  Given the significance of your
involvement with Radio Group, please refer to them as a related party throughout your
filing.  Also, disclose all the related party transactions on the face of your statement of
comprehensive income in accordance with Rule 4-08(k) of Regulation S-X.
13.We note your response to prior comment 9, however, we continue to believe that since the
reorganization has not taken place the name appearing on the financial statements should
be revised to reflect the current circumstance.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 December 18, 2023 Page 4
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
December 18, 2023
Page 4
            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

CORRESP
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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

United States securities and exchange commission logo
October 10, 2023
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. 2 to Registration Statement on Form F-4
Filed September 25, 2023
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 August 28, 2023 letter.
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.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.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 October 10, 2023 Page 2
 FirstName LastNameStephen Herbert
Rezolve AI Limited
October 10, 2023
Page 2
2.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.
Business of Rezolve Limited, page 213
3.We note your response to prior comment 7. To provide context for investors, please also
include this disclosure elsewhere throughout your filing.
Rezolves Managements Discussion and Analysis of Financial Conditions and Results of
Operations, page 230
4.We note your response to comment 8 and continue to believe Radio Group is a related
party for the following reasons:

•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.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 234
5.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.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 October 10, 2023 Page 3
 FirstName LastNameStephen Herbert
Rezolve AI Limited
October 10, 2023
Page 3
Financial Statements - Rezolve AI Limited and Subsidiaries
General, page F-3
6.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.
7.Please update Rezolve AI Limited financial statements and pro forma financial statements
for the six months ended June 30, 2023.
8.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.
9.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 the case, then please recharacterize the entity for whose financial
statements are provided and file the financial statements for the issuer, Rezolve AI
Limited.
Note 2. Basis of presentation and summary of significant accounting policies, page F-10
10.Refer to your accounting policy for credit and foreign currency risk on pages F-17 and F-
18 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.
Note 15. Business Combinations, page F-31
11.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.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 October 10, 2023 Page 4
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
October 10, 2023
Page 4
12.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
provide us with such agreement or tell us how the submitted agreement provides you with
such power.
13.We note from your response to comment 18 regarding how the decisions that most
significantly affect the economic performance of ANY are made.  Please tell us whether
ANY’s management has the right to participate in the significant decisions and the rights
ANY shareholders have with respect to appointing or terminating management.  Last,
describe to us the rights ANY shareholders have, such as an ability to terminate the power
of attorney or otherwise frustrate your decision-making over ANY, particularly in light of
the inability to consummate the business combination through the exchange of ownership
interests.
14.We note from your response to comment 20 that Rezolve has an obligation to ANY to
fund working capital shortfalls by virtue of an oral arrangement, and ANY owes Radio
Group $793,356.  Given Rezolve’s liquidity situation, in which it has approximately
$41,000 in cash and experienced net operating cash outflows of $26.8 million during
2022, please explain to us why you believe the “oral arrangement” is substantive.
15.We note from your response to comment 20 that on August 30th, 2021, Radio Group
agreed that “Rezolve Limited will be the beneficial owner of the revenues and income of
ANY.” Further, we note from your response to comment 21 that you submitted to us
supplementally the Power of Attorney agreement, but did not submit any agreement that
defined the consideration ANY is to pay Rezolve.  Please submit the agreement that
defines these rights and where in the agreement these rights can be located.
16.Notwithstanding the comments above, please tell us how you satisfied the disclosure
requirements in ASC 810-10-50 with respect to variable interest in ANY.
            Please contact Inessa Kessman at 202-551-3371 or Claire DeLabar at 202-551-3349 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

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
August 28, 2023
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. 1 to Registration Statement on Form F-4
Filed August 10, 2023
File No. 333-272751
Dear Stephen Herbert:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 14, 2023 letter.
Amendment No. 1 to Registration Statement 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.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."

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 August 28, 2023 Page 2
 FirstName LastNameStephen Herbert
Rezolve AI Limited
August 28, 2023
Page 2
Unaudited Pro Forma Condensed Combined Financial Statements, page 98
2.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.
Unaudited Pro Form Condensed Combined Statement of Operations, page 104
3.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.
Note 2 - Unaudited pro forma condensed combined balance sheet adjustments, page 106
4.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.
5.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.
6.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.
Business of Rezolve Limited, page 212
7.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.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 August 28, 2023 Page 3
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
August 28, 2023
Page 3
Rezolve's Management's Discussion and Analysis of Financial Conditions and Results of
Operations, page 227
8.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.
9.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.
2. Basis of presentation and summary of significant accounting policies
2.1 Basis of presentation, page F-9
10.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.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 August 28, 2023 Page 4
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
August 28, 2023
Page 4
2.7 Revenue recognition, page F-12
11.We note in your response to comment 31 you state, "ANY has the entire discretion in
establishing the price, as stipulated in 3.3 of the Marketing Agreement."  However,
section 3.3 of the Marketing Agreement states, "Once a year, the radio price lists are
coordinated between ANY and the respective radio society. ANY will submit a proposal
for this. The respective parties will exchange views on this and reach a consensus within
one week."  Please explain this apparent contradiction between your response and
the agreement.
12.We note your response to comment 31.  Regarding your contracts with advertisers, please
tell us:
•the terms;
•who signs the agreements with the advertiser;
•who do the advertisers believe is providing the service; and
•if Radio Group has any rights regarding what advertisements are aired and when they
are aired.
Also, please provide us with an example of a typical contract with an advertiser.
13.We note on page 64 "[t]he terms and conditions of the marketing agreement with Radio
Group permit Radio Group to terminate the Company’s ability to sell customers radio
advertisements on a Radio Group radio station at any time." In light of this, if Radio
Group were to terminate the marketing agreement, tell us how this would affect your
relationship with your customers, the advertisers.
14.We note on page 227 that you derive revenue through "[t]he sale of radio advertisements
in our German subsidiary Any Lifestyle Marketing GmbH (“ANY”) to a single customer,
Radio Group GmbH and its related companies."  However, on page F-12 you state
"ANY’s customers include national advertisers, retailers and merchants."  It appears there
is a contradiction in your disclosure as to who is your costumer.  Please explain.
2.17 Shareholders' deficit and reserves, page F-15
15.We note your response to comment 32 and your new disclosure on page F-16.  Given the
significance of the future stock compensation expense to your financial statements, please
include similar disclosure at the forefront of your MD&A.  Also, tell us your
consideration as to whether this expense should be reflected in your pro forma financial
statements.
14. Expenses and other Non-operating (income) expense, net, page F-30
16.We note your response to comment 35.  However, since non-compete arrangements are
related to your business operations, we continue to believe a share based payment for a
non-compete agreement should be included in operating expenses.  Please revise
accordingly.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 August 28, 2023 Page 5
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
August 28, 2023
Page 5
15. Business Combinations, page F-32
17.We note from your response to comment 36 that Peter Vesco has power of attorney over
ANY.  Please tell us why Peter Vesco held the power of attorney rather than Rezolve, and
why you attribute Peter Vesco’s power to Rezolve.
18.We note from your response to comment 36 that Peter Vesco chairs a weekly executive
meeting with ANY management, and they comprise “the decision-making group”.
Further you stated that no decision-making is made without Peter Vesco’s approval.
Please elaborate on ANY’s management’s involvement in decision-making, and whether
ANY’s management is required to approve decisions regarding activities that most
significantly affect the economic performance of ANY.  Refer to ASC 810-10-25-38A.
19.We note from your response to comment 20 that the decision-making authority for ANY
rests with Dan Wagner and Peter Vesco, which appears to contradict your response to
comment 36.  Please clarify.
20.We note from your response to comment 36 that Rezolve will be the beneficial owner of
revenues and income of ANY and that you are obligated to fund losses in ANY.  Please
explain more clearly Rezolve’s economic rights in, and obligations to, ANY, and the
sources for such rights and/or obligations.  In addition, explain to us more clearly how
they represent variable interests in ANY.  In this regard, to the extent you have a service
contract with ANY, provide us your analysis of ASC 810-10-25-38J and 55-37 in
determining whether the service contract represents a variable interest.
21.It appears that you filed the May 24, 2023 purchase agreement for the equity interests.
Please provide us with the agreement(s) on or around August 30, 2021, that gave rise to
Peter Vesco’s power of attorney and also defined the consideration ANY is obligated to
pay Rezolve for its services.  Provide us with any amendments to the agreements that
defined the rights and obligations of the parties.
22.Please explain to us the reason for the acquisition of the equity interests of ANY in
February 2022, the subsequent loss of the equity interests in December 2022, and potential
re-acquisition of the equity interests in 2023, in light of your reported controlling financial
interest since August 2021.
General
23.Please update your filing to include the financial statements of Armand Acquisition Corp.
I for the nine months ended June 30, 2023.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 August 28, 2023 Page 6
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
August 28, 2023
Page 6
            You may contact Inessa Kessman, Senior Staff Accountant, at (202) 551-3371 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Gerry Williams

CORRESP
1
filename1.htm

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.

 U.S. Securities and Exchange Commission

August 9, 2023

  Page
 2

 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.

 U.S. Securities and Exchange Commission

August 9, 2023

  Page
 3

 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.

 U.S. Securities and Exchange Commission

August 9, 2023

  Page
 4

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.

 U.S. Securities and Exchange Commission

August 9, 2023

  Page
 5

 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.

 U.S. Securities and Exchange Commission

August 9, 2023

  Page
 6

 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

 U.S. Securities and Exchange Commission

August 9, 2023

  Page
 7

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

United States securities and exchange commission logo
July 14, 2023
Stephen Herbert
Chief Executive Officer
Rezolve AI Limited
3rd Floor, 80 New Bond Street
London, W1S 1SB
United Kingdom
Re:Rezolve AI Limited
Registration Statement on Form F-4
Filed June 16, 2023
File No. 333-272751
Dear Stephen Herbert:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement filed on Form F-4
Cover Page
1.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.
Summary of the Material Terms of the Business Combination, page 6
2.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.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 July 14, 2023 Page 2
 FirstName LastNameStephen Herbert
Rezolve AI Limited
July 14, 2023
Page 2

3.Please identify the “certain other excluded assets” to the Pre-Closing Demerger.
Questions and Answers About the Proposals
Q: Do you have Redemption Rights?, page 25
4.Clarify whether redeeming shareholders will be able to retain their warrants.
Summary of the Proxy Statement/Prospectus
Interests of Armada Directors and Officers in the Business Combination, page 36
5.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
Unaudited Prof Forma Condensed Combined Financial Statements
Note 2 - Unaudited condensed combined balance sheet adjustments, page 104
6.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.
7.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.
8.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.
9.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.
10.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.
11.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
12.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.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 July 14, 2023 Page 3
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
July 14, 2023
Page 3
13.Disclose in footnote (o) the terms of the short-term loan.
14.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.
15.Please clearly label earnings per share as pro forma earnings per share when applicable.
The Business Combination Proposal
Background of the Business Combination, page 124
16.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.
Rezolve Financial Projections, page 140
17.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.

Business of Rezolve, page 206
18.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.
19.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.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 July 14, 2023 Page 4
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
July 14, 2023
Page 4
Rezolve's Management's Discussion and Analysis of Financial Conditions and Results of
Operations, page 214
20.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.
21.We note that the majority of your revenues are generated by the sale of radio
advertisements to a single customer, Radio Group GmbH, through a single marketing
agreement. Please quantify the percentage of revenue attributable to such customer and
describe the material terms of your agreement with Radio Group GmbH, including the
term and any material termination provisions, and file this agreement as an exhibit to your
registration statement. Additionally, please provide relevant risk factor disclosure. Refer
to Item 601(b)(10) of Regulation S-K.
Key Business Metrics, page 218
22.Please address the following with respect to your key metrics:
•Provide a clear definition of each metric and how it is calculated;
•Provide a statement indicating the reasons why the metric provides useful
information to investors; and
•Provide a statement indicating how management uses the metric in managing or
monitoring the performance of your business.
Refer to SEC Release No. 33-10751.
Adjusted EBITDA, page 219
23.Disclose in detail what is included in business development expenses, share based
compensation issued to related parties, and share based compensation for consultancy
services and explain why you believe it is appropriation to exclude theses costs from
Adjusted EBITDA.  Your disclosure should explain each type of expense and what
services were provided to you.  Also, disclose how Adjusted EBITDA is used by
management.
Certain Relationships and Related Party Transactions
Relationship with Daniel Wagner, page 246
24.We note that you have debt outstanding to DBLP Sea Cow Limited. Please clarify the
terms and purpose of any loans from DBLP Sea Cow Limited.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 July 14, 2023 Page 5
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
July 14, 2023
Page 5
Description of Rezolve Ordinary Shares, Articles of Association and Certain Legal
Considerations, page 248
25.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clearly explain the steps, if any, the
company will take to notify all shareholders, including beneficial owners, regarding when
the warrants become eligible for redemption.
Resolve AI Limited and Subsidiaries
Carve-out Consolidated Balance Sheets, page F-4
26.In light of the incorporation of Rezolve AI Limited on January 5, 2023, explain to us why
you are reporting share information for 2022 and 2021.
Carve-out Consolidated Statement of Operations, page F-5
27.Reclassify employee costs, consulting expenses, business development expenses to the
appropriate expense line-items, i.e. cost of revenues, sales and marketing expenses, and
general and administrative expenses.  We refer to guidance in Rule 5-03 of Regulation S-
X.
2. Basis of presentation and summary of significant accounting policies
2.1 Basis of presentation, page F-9
28.Please explain to us why you are providing carve-out financial statements of Rezolve AI
Limited, rather than the historic financial statements of Rezolve Limited.  Also, to enable
us to understand the significance of the carved-out business, please provide an analysis
comparing total assets, total liabilities, total shareholders' equity/deficit, total revenues,
total operating expenses, operating loss, and net loss of Rezolve AI Limited to Rezolve
Limited as of and for the years-ended December 31, 2022 and 2021.
29.Please fully disclose the details of your expense allocations in accordance with SAB Topic
1:B, including the nature of the expenses allocated, an explanation of the allocation
method used along with management’s assertion that the method used is reasonable.
Clarify that the Rezolve AI Limited income statements reflect all of its costs of doing
business.
2.7 Revenue recognition, page F-12
30.You state that "Revenue is recognized in accordance with ASC 606 “Revenue from
Contracts with Customers” at the point in time when the promised services are performed
for the customer and when ANY expects to be entitled to the consideration."  Please
expand your disclosure to state your specific performance obligation(s) and when revenue
is recognized for each performance obligation(s).

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 July 14, 2023 Page 6
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
July 14, 2023
Page 6
31. Disclose how you considered the principal versus agent guidance in ASC 606 when
recording advertising sales under your contract with Radio Group and advise us.
2.17 Shareholders' deficit and reserves, page F-15
32.Please disclose the expense that you anticipate will be incurred when the employee shares
achieve a grant date, upon the removal of the restrictions.
8. Debt and other liabilities, page F-22
33.We note a balance of $14,600,000 in consideration payable for the acquisition of ANY at
December 31, 2021.  Please explain why this payable is no longer recorded at December
31, 2022.  Refer to your basis in accounting literature.
14. Other Non-operating expense, net, page F-30
34.Please revise your income statement to report within Cost of revenues the expenses
incurred from impairment of inventory.  We refer you to the guidance in ASC 420-10-
S99-3.
35.Please revise to report the charges incurred from the impairment of accounts receivable
and the share-based payment cost within operating expenses or advise us.
15. Business Combinations
Acquisition of Any Lifestyle Marketing GmbH ("ANY Acquisition"), page F-31
36.We note from your disclosure on page F-30 that you determined Rezolve was the primary
beneficiary of ANY.  Please provide us with your analysis under ASC 810 to support your
conclusion as of the date of consolidation.  Such analysis should include:
•A description of the variable interests of ANY and the holders of those variable
interests;
•How ANY has the characteristics of a VIE;
•A description of the activities that most significant affect the economic performance
of ANY and how decisions over those activities are made; and
•A description of the rights of ANY and your analysis as to whether each of those
rights are protective or participating.
37.We note on page F-31 that on December 28, 2022, the legal ownership of ANY reverted
back to the sellers of ANY.  Notwithstanding the comment above, please provide us your
analysis of ASC 810-10-40-4 as to whether you ceased to have a controlling financial
interest in ANY after legal ownership reverted to its sellers.
38.Provide us your agreement(s) with ANY, and tell us why you do not believe they are
required to be filed pursuant to Item 601(b)(10) of Regulation S-K.

 FirstName LastNameStephen Herbert
 Comapany NameRezolve AI Limited
 July 14, 2023 Page 7
 FirstName LastName
Stephen Herbert
Rezolve AI Limited
July 14, 2023
Page 7
General
39.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            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.
            You may contact Inessa Kessman, Senior Staff Accountant, at (202) 551-3371 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Gerry Williams