View:
United States securities and exchange commission logo
December 18, 2023
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. 3 to
Registration Statement on Form F-4
Filed December 6,
2023
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 October 10, 2023
letter.
Amendment No. 3 to Registration Statement on Form F-4
Questions and Answers About the Proposals
Q: What revenues and profits/losses has Rezolve generated in the last
two years?, page 18
1. Please revise your
disclosure to clarify that Rezolve currently generates the majority of its
revenue through the
sale of radio advertisements on Radio Group radio stations and that it
has not yet generated
any revenue from the Rezolve Platform. Please include similar
disclosure in the
overview section of Rezolve's business discussion on page 217.
Stephen Herbert
FirstName
Rezolve AILastNameStephen Herbert
Limited
Comapany18,
December NameRezolve
2023 AI Limited
December
Page 2 18, 2023 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 104
2. Please revise to show your negative cash and cash equivalents as bank
overdrafts in the
liability section of your pro forma condensed combined balance sheet.
Rezolve's Management's Discussion and Analysis of Financial Conditions and
Results of
Operations., page 234
3. We note your statement on page F-53 that as of June 30, 2023 you have
concluded that
"significant doubt exits regarding the entity's ability to continue as
a going
concern." Please disclose that at the forefront of your MD& A and
Liquidity
sections. Your Liquidity section should comply with guidance in Item
303(b)(1) of
Regulation S-K.
Financial Statements - Rezolve AI Limited and Subsidiaries
Note 15. Business Combinations
Acquisition of Any Lifestyle Marketing GmbH ("ANY Acquisition"), page F-31
4. We understand from your response that there are no written agreements
that give you the
right to ANY s income or obligate you to fund ANY. Please tell us
whether the oral
agreements that establish this right and obligation are enforceable
and the basis for such
determination.
5. We note from your response to comment 13 that ANY s shareholders do
not have the
ability to frustrate your power granted through the power of attorney.
We further note that
the power of attorney shall cease upon revocation, which may be
declared at any time,
and return of this deed to the Principal. It appears that the ANY
shareholders may revoke
Peter Vesco s power of attorney at any time. Please confirm our
understanding, and if
true, tell us why you believe Rezolve has power when it may be
kicked-out at any time. In
addition, we note from the power of attorney expired on 31 December
2021. Please
explain to us why you continue to believe it provides you power when
it appears to be
expired.
6. We note your disclosure on page F-18 that "The terms and conditions of
the marketing
agreement with Radio Group permit Radio Group to terminate the Company
s ability to
sell customers radio advertisements on a Radio Group radio station at
any time (subject to
notice and certain other provisions)." Please tell us how you
considered this provision in
your analysis under ASC 810. In this regard, tell us whether this
provision represents a
substantive kick-out right, based on the design of ANY that would
permit Rezolve to
enjoy the benefit from sales of advertisements on the Radio Group
stations while
remaining in compliance with local laws related to the ownership of
media organizations
(September 22, 2023 response).
Stephen Herbert
FirstName
Rezolve AILastNameStephen Herbert
Limited
Comapany18,
December NameRezolve
2023 AI Limited
December
Page 3 18, 2023 Page 3
FirstName LastName
7. We note from your response to comment 11 that you cite a document
titled Power of
disposal over ANY Lifestyle Marketin GmbH. We could not locate such
document. Please direct us to where we may find it or provide it to us
supplementally if
you have not yet done so. Further, you cite various documents in your
response to
comment 12, such as an Original Term Sheet and Second Term Sheet.
Please provide
supplementally us with all such documents that give rise to your power
of ANY. Last,
explain to us how the provisions in a term sheet or memorandum of
understanding are
enforceable, as we understand that these type documents generally set
forth preliminary
terms of negotiation but do not represent a meeting of the minds.
8. Please tell us why the power of attorney you provided to us dated
August 23, 2021 was
not signed by the shareholders of ANY.
9. We note on page 68 that the failure of Rezolve to pay cash to the
sellers of ANY may
result in the reversal of the acquisition of ANY. Please explain to us
how the failure to pay
cash to the sellers of ANY would result in deconsolidation of ANY when
you purportedly
control ANY through the Power of Attorney.
10. We note your revisions to your disclosures regarding ANY in response
to prior comment
13. Notwithstanding the above comments, please further disclose how
your involvement
with ANY impacted your financial position, financial performance, and
cash flows. Refer
to ASC 810-10-50-2AA.
Condensed Interim Carve-out Consolidated Statements of Operations, page F-46
11. Tell us why impairment of goodwill of $1,080,110 is its own line item,
while impairment
of customer lists of $5,612,167 is included in other operating costs
and expenses. Please
revise in accordance Rule 5-03 of Regulation S-X.
General
12. We note your response to prior comments 4 and 6. Given the
significance of your
involvement with Radio Group, please refer to them as a related party
throughout your
filing. Also, disclose all the related party transactions on the face
of your statement of
comprehensive income in accordance with Rule 4-08(k) of Regulation
S-X.
13. We note your response to prior comment 9, however, we continue to
believe that since the
reorganization has not taken place the name appearing on the financial
statements should
be revised to reflect the current circumstance.
Stephen Herbert
FirstName
Rezolve AILastNameStephen Herbert
Limited
Comapany18,
December NameRezolve
2023 AI Limited
December
Page 4 18, 2023 Page 4
FirstName LastName
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