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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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REZOLVE AI Ltd (Name of Issuer) |
Ordinary Shares, par value GBP 0.0001 per share (Title of Class of Securities) |
G75398100 (CUSIP Number) |
12/24/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G75398100 |
| 1 | Names of Reporting Persons
Wickens Bradley James | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,864,807.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
12.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
REZOLVE AI Ltd | |
| (b) | Address of issuer's principal executive offices:
3rd Floor, 80 New Bond Street, London, United Kingdom, WIS 1SB | |
| Item 2. | ||
| (a) | Name of person filing:
Bradley James Wickens (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
Pudlicote House, Pudlicote Lane, Chipping Norton OX7 3HX, United Kingdom. | |
| (c) | Citizenship:
The Reporting Person is a British citizen. | |
| (d) | Title of class of securities:
Ordinary Shares, par value GBP 0.0001 per share | |
| (e) | CUSIP No.:
G75398100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Information with respect to the Reporting Person's ownership of the Ordinary Shares as of December 31, 2024, is incorporated herein by reference to Items 5 through 11 of the cover pages for the Reporting Person. The Reporting Person is the beneficial owner of 22,053,864 Ordinary Shares. In addition, the Reporting Person may be deemed to beneficially own (i) 3,654,693 Ordinary Shares underlying a currently exercisable call option and (ii) 156,250 Ordinary Shares that the Reporting Person has the right to acquire from the Issuer upon the conversion of an outstanding promissory note.
The amount beneficially owned by the Reporting Person is determined based on 203,947,597 Ordinary Shares outstanding as of December 24, 2024, as disclosed to the Reporting Person by the Issuer. | |
| (b) | Percent of class:
12.7 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
25,864,807 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
25,864,807 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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