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

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

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

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

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

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

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).

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

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

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.

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

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:

As of and for the Year ended December 31, 2021

U.S. Securities and Exchange Commission

September 22, 2023

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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:

As of and for the Year ended December 31, 2022

U.S. Securities and Exchange Commission

September 22, 2023

Page 6

2. Facts and circumstances set out in the February 7, 15, and March 1, 2023 letters

The facts and circumstances set out in the above mentioned letters remain the same, apart from the timeline to complete the disposition of the China business. We expect that the disposition will be completed in October 2023, before close of the Business Combination transaction.

3. Funding of China business

The Company has funded $0.6 million of costs to the China business for the year to date June 30, 2023.

These costs are to support the run-off of the business and we expect to cease funding the China business once the disposition is complete.

4. Reasons for the demerger

The Registrant has amended the disclosures on page [245 and F-9] of the Amendment.

5. Consideration of the transactions with the China business as related party transactions

The Company does not object with the Staff’s comment to report the Business Development costs as “Related party transactions” and has included these in Note 16 of the Company’s Combined Carve-Out Financial Statements for the year ended December 31, 2022.

2.7 Revenue recognition, page F-12

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant inadvertently made reference to 3.3 in the Marketing Agreement in its response, as this section refers to ANY’s ability to negotiate the price it pays the Radio Group for the advertising slots. Section 3.3 of the Marketing Agreement creates ANY’s inventory risk since, when purchasing the radio advertising slots from the Radio Group, it also gives ANY control over the radio advertising slots. Sections 3.1, 3.2 and 4.1 demonstrate control and sale of the radio advertising slots as they discuss the sales process by ANY.

ANY then separately determines the price of the radio advertising slots which it charges the customer.

We also refer to the Registrant’s response to Staff comment 12 and encourage the review of the price sheet sent under separate cover, which supports ANY’s ability to establish the sales price to customers.

Also, please provide us with an example of a typical contract with an advertiser.

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

U.S. Securities and Exchange Commission

September 22, 2023

Page 7

The Registrant is also supplementally providing under separate cover ANY’s price sheet which lists the price for the length, specific radio advertising time and radio station.

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff that if the Radio Group were to terminate the marketing agreement, the Registrant may still have a relationship with the advertising customers. However, the ability to sell radio advertisements would be adversely impacted until alternative distribution channels such as other radio station companies are identified.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 230 of the Amendment to be consistent with page F-12.

2.17 Shareholders’ deficit and reserves, page F-15

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 240 of the Amendment and included in the MD&A a similar disclosure to the Financial statements, note 2.17 Shareholders’ deficit and reserves. Additionally, this expense has been reflected in the pro forma financial statements.

14. Expenses and other Non-operating (income) expense, net, page F-30

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 233, 234-237, 240, F-5 and
 F-30 of the Amendment.

15. Business Combinations, page F-32

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff that:

Peter Vesco is the Chief Commercial Officer and General Manager, Europe Middle East and Africa (“EMEA”) of Rezolve Limited.

Peter Vesco is a German citizen, resides in Germany and German is his native language. ANY is a German entity.

Peter Vesco was the officer of Rezolve Limited who identified the advertising sales business of Radio Group, which was later incorporated as ANY, as an acquisition and approached Radio Group to gauge their interest in Rezolve Limited’s offer.

U.S. Securities and Exchange Commission

September 22, 2023

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Rezolve Limited and its President and CEO, Dan Wagner, decided it was logical to grant Peter Vesco as the “Power of Attorney” since:

It therefore made sense to grant Peter Vesco the Power of Attorney of ANY from August 2021.

Response: The Registrant is respectfully responding to the Staff’s comment and advises the Staff that:

Peter Vesco is the Chief Commercial Officer and General Manager, Europe Middle East and Africa (“EMEA”) of Rezolve Limited.

Dan Wagner is the President and CEO of Rezolve Limited and Chief Decision Maker. Peter Vesco is based in Germany where ANY is located and reports directly to Dan Wagner. Peter Vesco’ s role is to implement all decisions that significantly affect the economic performance of ANY as agreed with Dan Wagner. Peter Vesco also has control over decisions that are less consequential and leads the ANY’s management team.

ANY’s local management makes day-to-day operational decisions and report to Peter Vesco. ANY’s management is not required to nor allowed to approve any decisions regarding activities that most significantly affect the economic performance of ANY without Peter Vesco’s approval. Further, any day-to-day operational decisions are unlikely to significantly impact the economic performance of ANY.

All decisions that significantly affect the economic performance of ANY must be approved first by Peter Vesco and then by Dan Wagner

These decisions that most significantly affect the economic performance include:

Peter Vesco has control over decisions that are less consequential.

These decisions may directly impact the amount of the gains available to the Registrant from the anticipated sales of its technology to ANY’s advertising customers. These sales would not be possible without the creation of ANY and the acquisition of its customer list and most importantly, the need for Peter Vesco and or Dan Wagner’s approval of all significant decisions.

U.S. Securities and Exchange Commission

September 22, 2023

Page 9

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff that Peter Vesco is an officer of Rezolve Limited, and the only Rezolve Limited officer in ANY’s meetings. Peter Vesco’s primary obligation is to Rezolve Limited and his role at ANY is in furtherance of fulfilling his responsibilities to Rezolve Limited. Peter Vesco reports to Dan Wagner, and Dan Wagner is able to direct activity of ANY through Peter Vesco, an officer of Rezolve Limited physically present in Germany where ANY is located.

ANY has a local management team, which includes Heiko Carstens as the Managing Director. However, no significant decisions are made without Peter Vesco’s approval and Peter Vesco consults with Dan Wagner before approving any such significant decisions.

All decisions that significantly affect the economic performance of ANY must be approved first by Peter Vesco and then by Dan Wagner.

These decisions that most significantly affect the economic performance include:

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises that Staff that it does not have any service contracts with ANY, and therefore has not provided an analysis of a service contract in accordance with ASC 810-10-25-38J and 55-37.

Analysis of economic rights:

The phrase “economic right(s)” are not defined in ASC 810.

The Company considers the following to be its most significant economic rights in ANY:

U.S. Securities and Exchange Commission

September 22, 2023

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The Company refers to the definition of variable interests as described in the master glossary of ASC 810.

Glossary

810-10-20

Variable Interests

The investments or other interests that will absorb portions of a variable interest entity’s (VIE’s) expected losses or receive portions of the entity’s expected residual returns are called variable interests. Variable interests in a VIE are contractual, ownership, or other pecuniary interests in a VIE that change with changes in the fair value of the VIE’s net assets exclusive of variable interests. Equity interests with or without voting rights are considered variable interests if the legal entity is a VIE and to the extent that the investment is at risk as described in paragraph 810-10-15-14. Paragraph 810-10-25-55 explains how to determine whether a variable interest in specified assets of a legal entity is a variable interest in the entity. Paragraphs 810-10-55-16 through 55-41 describe various types of variable interests and explain in general how they may affect the determination of the primary beneficiary of a VIE.

810-10-25-54

The reporting entity shall consider whether it holds an implicit variable interest in the VIE or potential VIE. The determination of whether an implicit variable interest exists shall be based on all facts and circumstances in determining whether the reporting entity may absorb variability of the VIE or potential VIE. A reporting entity that holds an implicit variable interest in a VIE and is a related party to other variable interest holders shall apply the guidance in paragraphs 810-10-25-42 through 25-44B to determine whether it is the primary beneficiary of the VIE. The guidance in paragraphs 810-10-25-49 through 25-54 applies to related parties as defined in paragraph 810-10-25-43. For example, the guidance in paragraphs 810-10-25-49 through 25-54 applies to any of the following situations:

a. A reporting entity and a VIE are under common control.

b. A reporting entity has an interest in, or other involvement with, a VIE and an officer of that reporting entity has a variable interest in the same VIE.

c. A reporting entity enters into a contractual arrangement with an unrelated third party that has a variable interest in a VIE and that arrangement establishes a related party relationship

ANY was formed in August 2021 using a structure which was designed by Rezolve’s general legal counsel. ANY was designed to allow Rezolve to benefit from the assets of ANY, including the customer list, and 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.

Should a significant customer such as a national advertiser be lost from ANY, Rezolve’s pecuniary interest would be adversely impacted by the loss in value of ANY’s customer list which may also adversely impact Rezolve’s net assets and revenues. This is key to identifying whether a variable interest exists since the net assets of ANY would be adversely impacted and thus impacting Rezolve.

Rezolve has an obligation to ANY to fund all working capital shortfalls. This was an oral arrangement at inception of ANY since the Company did not have any credit history and had no means of raising external financing. As at June 30, 2023, ANY owes Radio Group $793,356, which Rezolve will have to fund.

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff that

The Registrant is supplementally providing Peter Vesco’s Power of Attorney under separate cover.

The Registrant wishes to also clarify that:

U.S. Securities and Exchange Commission

September 22, 2023

Page 11

The Registrant is supplementally providing Mr. Carstens employment contract under separate cover.

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff that ANY was a newly created company (incorporated August 13, 2021). The purpose of its creation was to provide Rezolve with an established sales organization who have decades of experience in selling radio advertising slots to major German advertisers and brands. The sales organization was previously part of the Radio Group GmbH (“the Radio Group”) and two subsidiaries. By leveraging the relationships that the sales organization had with their customers, Rezolve was given a clear path to upsell its technology to those very same advertisers rather needing to create a new sales organization which takes time and is often fraught with recruitment and training challenges and costs. In addition, with the sale of radio advertising slots, Rezolve could incentivize advertisers to run Rezolve enabled radio advertising slots, using Rezolve audio watermarks and other triggers.

The shareholders of Radio Group intended to carve-out its sales organization for the benefit of receiving shares in Rezolve, for which the benefit would be realized by the Radio Group shareholders upon a future listing of Rezolve.

The previous shareholders of ANY from incorporation to February 11, 2022 were three legal entities of the Radio Group.

On August 30, 2021, the Company signed a binding term sheet (“the binding term sheet”) to acquire a controlling interest in ANY, in an all-stock deal.

The purchase consideration of ANY was settled by issuing an aggregate of 14,427,185 ordinary shares of Rezolve on February 11, 2022 at which point the legal ownership of the shares in ANY was obtained by Rezolve.

February 2022 – Acquisition of ANY interests

The acquisition of the equity interests in February 2022 was due to an administrative lag despite the binding term sheet being signed and executed in August 2021.

December 2022 - Subsequent loss of equity interests

The binding term sheet contained clauses under which the purchase consideration could be adjusted depending on the valuation of the Company after completion of an Initial Public Offering or Business Combination. If the Company had not yet listed by June 30, 2022, the ownership of ANY would have reverted automatically to the sellers. In June 2022, the Company and the Sellers agreed to extend this deadline to December 2022. The listing had not yet happened by December 2022, and in accordance with the binding term sheet the ownership automatically triggered back to the sellers under local law as no further extensions has been executed by that point. Prior to this, the Company and the sellers began negotiating the amended purchase consideration. In December 2022 the purchase consideration of 14,427,185 ordinary shares was reclassified as deferred shares in accordance with the original binding term sheet.

Intended re-acquisition in 2023

The Company intends to re-acquire the equity interests of ANY at the earlier of 1) Close of a Business Combination with Armada Acquisition Corp I and Initial Public Offering or 2) Having sufficient funds to pay for the amended purchase consideration.

Rezolve’s control of ANY under the Variable Interest Entity model is not impacted by any of these changes.

General

Response: The Registrant respectfully acknowledges the Staff’s comment and has included the financial statements for Armada for the nine months ended June 30, 2023 on pages F-95-99 of the Amendment.

* * *

U.S. Securities and Exchange Commission

September 22, 2023

Page 12

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

DLA Piper LLP (US)

Michael C. Labriola

Wilson Sonsini Goodrich & Rosati P.C.