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, wireless) for seamless transactions, information requests, and donations.

• Initial commercialization planned for Q3 2025 in Europe and the U.S., with expansion to South America and Asia in Q4 2025.

• Strategic partnerships signed with Microsoft, Google, and others to drive revenue growth from 2026.

Financial performance and metrics

• Closed PIPE Financing in September 2025, raising approximately $200 million in gross proceeds.

• Reported net loss of $172.6 million for the year ended December 31, 2024, and $30.7 million for 2023.

• As of December 31, 2024, had a shareholders' deficit of $38.0 million.

• Pro forma capitalization post-PIPE and acquisitions shows $235 million in PIPE funding and $251 million in cash and cash equivalents.

Use of proceeds and capital allocation

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

• Proceeds from PIPE Financing used to support business growth, platform enhancement, and expansion.