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United States securities and exchange commission logo
April 12, 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. 4 to
Registration Statement on Form F-4
Filed January 19,
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 December 18,
2023 letter.
Form F-4 filed January 19, 2024
Business of Rezolve AI Limited
Acquisitions
Any Lifestyle Marketing GmbH, page 237
1. We note your response
to prior comment 4. Please file as exhibits the agreements you
provided as
supplemental information or advise why this is not required. Refer to Refer to
Item 21 of Form F-4 and
Item 601(b)(2) and (10) of Regulation S-K.
Stephen Herbert
FirstName
Rezolve AILastNameStephen Herbert
Limited
Comapany
April NameRezolve AI Limited
12, 2024
April 212, 2024 Page 2
Page
FirstName LastName
Financial Statements - Rezolve AI Limited and Subsidiaries
Note 15. Business Combinations
Acquisition of Any Lifestyle Marketing GmbH ("ANY Acquisition"), page F-32
2. We note your response to comments four to nine of your letter dated
January 18, 2024,
and your correspondence dated January 25, 2024, March 6, 2024, and
March 22, 2024,
regarding the consolidation of ANY. Based on the responses and
additional
teleconferences on March 5 and 21, 2024, we object to your conclusion
to consolidate
ANY as the primary beneficiary as of August 30, 2021 through February
11, 2022 and
subsequent to December 28, 2022. We do not believe that the
contractual rights in the
Binding Term Sheets provide Rezolve the power to direct the activities
that most
significantly impact the VIE s economic performance.
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