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.