Rezolve AI (RZLV) Registration Filing summary

Company overview and business model

• Operates a mobile commerce engagement platform powered by AI and machine learning, enabling retailers and brands to connect with consumers across devices and locations.

• Platform leverages device features (camera, microphone, location, connectivity) for seamless transactions, information access, and donations.

• Commercialization of the platform is expected in Q3 2025 in Europe and the U.S., with expansion to South America and Asia in Q4 2025.

• Growth strategy includes partnerships with Microsoft, Google, and others to drive revenue from 2026 onward.

Financial performance and metrics

• Incurred net losses of $172.6 million in 2024 and $30.7 million in 2023, with a total shareholders' deficit of $38.0 million as of December 31, 2024.

• Pro forma cash and cash equivalents post-PIPE and acquisitions: $251.2 million as of December 31, 2024.

• Revenue for 2024 was $187,788, with significant operating expenses and a pro forma net loss of $199.2 million for the year ended December 31, 2024.

• Recent acquisitions include Bluedot (mobile location technology) and GroupBy (eCommerce SaaS), with GroupBy deemed significant for financial reporting.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of shares by Selling Holders; all proceeds go to Selling Holders.

• Gross proceeds of $200 million were received from the PIPE Financing, before fees and expenses.

• No current intention to pay dividends; future earnings will be retained for operations, expansion, and debt repayment.