United States securities and exchange commission logo
June 20, 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.
Unless we note otherwise,
any references to prior comments are to comments in our June 4, 2024
letter.
Amendment No. 6 to Registration Statement on Form F-4
Background of the Business Combination, page 130
1. We note on pages 141
and 145 that Armada board of directors recommended that
Armada's stockholders
approve the Business Combination Agreement. They arrived at
such determination
because Rezolve's management demonstrated that "ANY's revenues
were not material to
its historical results." Please explain how Rezolve's management
determined that ANY's
revenue was not material to historical results. We note that ANY's
revenue was 99% of
total revenue before the restatement for the year ended December 31,
2022.
Stephen Herbert
FirstName
Rezolve AILastNameStephen Herbert
Limited
Comapany
June NameRezolve AI Limited
20, 2024
June 20,
Page 2 2024 Page 2
FirstName LastName
Report of Indepedent Registered Public Accounting Firm, page F-3
2. Please ask your auditors if they audited Rezolve Limited or Rezolve AI
Limited. If they
audited Rezolve Limited, please ask them to revise their audit opinion
accordingly. We
refer to the organizational structure on pages six.
General
3. We note your response to our prior comment five and your new
disclosure on page
222, 227, and 237 that states, "We have signed partner agreements with
Adobe, ACI,
Haendlerbund, Epages, JTL, Oxid and Chatwerk and others and are in
discussions with
significant new partners in markets around the world." Please expand
your disclosure to
provide details about the signed contracts and how they will result in
a significant increase
in revenue in 2024 and 2025. Discuss all material terms of the
contracts.
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