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United States securities and exchange commission logo
October 10, 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. 2 to
Registration Statement on Form F-4
Filed September 25,
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 August 28, 2023
letter.
Amendment No. 2 to Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Information
Note 2 - Unaudited pro forma condensed combined balance sheet
adjustments, page 107
1. We note your disclose
in footnote (b) and (p) which refers to negotiations of a facility of
up to $50 million.
Please revise the disclosure to state the basis for your belief that
obtaining this facility
is probable or delete the amount of the adjustment in the pro forma
balance sheet and only
include note disclosure of the current status of funding negotiations
and the type of funding
being negotiated, i.e. convertible notes and the currently proposed
conversion terms as
they relate to the IPO price. n the event that the funding is not
probable at this time,
please revise the pro forma balance sheet to prominently present
your negative cash
position prior to any future funding.
Stephen Herbert
FirstName
Rezolve AILastNameStephen Herbert
Limited
Comapany
October 10,NameRezolve
2023 AI Limited
October
Page 2 10, 2023 Page 2
FirstName LastName
2. We note based on disclosure on page F-102 that on August 2, 2023,
Armada held a special
meeting of its stockholders to approve an amendment to its Charter.
Tell us how
the changes to the Charter, including additional redemptions and new
loans are reflected
in the pro forma financial statements and disclosure. Revise the
disclosure in footnote (g)
and the adjustment amount to include redemptions up to July 31, 2023
of $129,174,304
and redemptions of $12,095,215 on August 2, 2023. Also, disclose why
the Charter was
not amended to eliminate the $5,000,000 net tangible asset
requirement.
Business of Rezolve Limited, page 213
3. We note your response to prior comment 7. To provide context for
investors, please also
include this disclosure elsewhere throughout your filing.
Rezolves Managements Discussion and Analysis of Financial Conditions and
Results of
Operations, page 230
4. We note your response to comment 8 and continue to believe Radio Group
is a related
party for the following reasons:
Mr. Schwenk was the managing director of ANY during in 2021,
one of the years
presented in your financial statements.
In your current response you state, "the Radio Group may sell
unsold advertising
slots to a third party if ANY chooses not to purchase them.
Therefore Radio Group
may pursue its own separate interests." Since Radio Group can
only act if ANY
chooses not to purchase advertising slots, we do not agree with
your assertion that
Radio Group may pursue its own separate interests.
Disclosure on page 231 states, ANY was established to
purchase the rights to sell
services of the companies owned by Radio Group GmbH( Radio
Group ) such as
airtime advertisements.
All these factors indicate that Radio Group is a related party in
accordance with ASC 850.
Please revise to provide disclosure in accordance with ASC 850-10-50.
Also, disclose
amounts of related party transactions on the face of the balance
sheet, statement of
comprehensive income, and statement of cash flows in accordance with
Rule 4-08(k) of
Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 234
5. Please revise this section of your filing to include a discussion of
changes in financial
position for each of the periods presented in your financial
statements as required by Item
303 of Regulation S-K.
Stephen Herbert
FirstName
Rezolve AILastNameStephen Herbert
Limited
Comapany
October 10,NameRezolve
2023 AI Limited
October
Page 3 10, 2023 Page 3
FirstName LastName
Financial Statements - Rezolve AI Limited and Subsidiaries
General, page F-3
6. We note your response to comments 8 and 10. As previously requested
please disclose
the amounts of related party transactions on the face of the balance
sheet, statement of
comprehensive income, and statement of cash flows in accordance with
Rule 4-08(k) of
Regulation S-X.
7. Please update Rezolve AI Limited financial statements and pro forma
financial statements
for the six months ended June 30, 2023.
8. We note that the Report of Independent Registered Public Accounting
Firm on page F-3
does not include an explanatory paragraph for going concern issues and
that disclosure in
Note 2.4 Liquidity on page F-12 states that "management's plans serve
to alleviate such
doubt" despite a working capital deficit and operating losses for the
periods presented.
Please expand the disclosure on page F-12 to describe, in detail,
management's plans and
have your accounting firm tell us the basis for their conclusion that
the factors noted do
not raise substantial doubt about your ability to continue as a going
concern.
9. Please tell us whether the filed carve-out financial statements are
for Resolve Limited or
Resolve AI Limited. It appears from disclosure on page 6 that the
reorganization that will
result in Resolve AI Limited having the interests in Resolve Limited
s subsidiary has not
yet occurred. If that is the case, then please recharacterize the
entity for whose financial
statements are provided and file the financial statements for the
issuer, Rezolve AI
Limited.
Note 2. Basis of presentation and summary of significant accounting policies,
page F-10
10. Refer to your accounting policy for credit and foreign currency risk
on pages F-17 and F-
18 and your responses to comments 11-14. Please expand your disclosure
to include a
fullsome description of the risks and uncertainties inherent in your
significant reliance on
the Radio Group as your sole provider of air time inventory during the
periods presented.
The various terms and relationship described in response to comments
11-14 should be
included in your disclosure to ensure a clear understanding of the
risk to your revenues in
the event that the Radio Group air time is not available for you to
sell to your customers in
the future. Please expand MD&A accordingly.
Note 15. Business Combinations, page F-31
11. We note from your response to comment 17 the reasons why Peter Vesco
was provided
Power of Attorney. Please tell us why Rezolve Limited was not provided
with power of
attorney. In addition, tell us whether Rezolve Limited has the
unilateral ability to replace
Peter Vesco with another individual as the holder of the power of
attorney, and if so, the
basis for your response.
Stephen Herbert
Rezolve AI Limited
October 10, 2023
Page 4
12. We note the power of attorney agreement you provided to us under Rule 83.
Please tell us
if this is the agreement relied upon in order to assert that you have the
power to make the
decisions that most significantly impact the economic performance of ANY.
If not, please
provide us with such agreement or tell us how the submitted agreement
provides you with
such power.
13. We note from your response to comment 18 regarding how the decisions that
most
significantly affect the economic performance of ANY are made. Please
tell us whether
ANY s management has the right to participate in the significant
decisions and the rights
ANY shareholders have with respect to appointing or terminating
management. Last,
describe to us the rights ANY shareholders have, such as an ability to
terminate the power
of attorney or otherwise frustrate your decision-making over ANY,
particularly in light of
the inability to consummate the business combination through the exchange
of ownership
interests.
14. We note from your response to comment 20 that Rezolve has an obligation
to ANY to
fund working capital shortfalls by virtue of an oral arrangement, and ANY
owes Radio
Group $793,356. Given Rezolve s liquidity situation, in which it has
approximately
$41,000 in cash and experienced net operating cash outflows of $26.8
million during
2022, please explain to us why you believe the oral arrangement is
substantive.
15. We note from your response to comment 20 that on August 30th, 2021, Radio
Group
agreed that Rezolve Limited will be the beneficial owner of the
revenues and income of
ANY. Further, we note from your response to comment 21 that you
submitted to us
supplementally the Power of Attorney agreement, but did not submit any
agreement that
defined the consideration ANY is to pay Rezolve. Please submit the
agreement that
defines these rights and where in the agreement these rights can be
located.
16. Notwithstanding the comments above, please tell us how you satisfied the
disclosure
requirements in ASC 810-10-50 with respect to variable interest in ANY.
Please contact Inessa Kessman at 202-551-3371 or Claire DeLabar at
202-551-3349 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,
FirstName LastNameStephen Herbert
Division of
Corporation Finance
Comapany NameRezolve AI Limited
Office of Technology
October 10, 2023 Page 4
cc: Gerry Williams
FirstName LastName