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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.
Stephen Herbert
FirstName
Rezolve AILastNameStephen Herbert
Limited
Comapany
June 4, 2024NameRezolve AI Limited
June 4,
Page 2 2024 Page 2
FirstName LastName
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