January 23, 2025

Daniel Wagner
Chief Executive Officer
Rezolve AI Limited
3rd Floor, 80 New Bond Street
London, W1S 1SB
United Kingdom

       Re: Rezolve AI Limited
           Registration Statement on Form F-1
           Filed January 13, 2025
           File No. 333-284240
Dear Daniel Wagner:

       We have conducted a limited review of your 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.

Registration Statement on Form F-1
General

1.     We note that the registration statement covers the resale of shares to
be issued
       pursuant to an equity line financing transaction with YA II PN, LTD.
Please revise to
       identify this transaction as an equity line transaction and to ensure
the following is
       disclosed:

             the equity line investor is identified in the prospectus as an
underwriter, as well as
           a selling shareholder;

             the material terms of the equity line agreement, including the
material conditions
           under which the company may access the funds available under it, are
described.
 January 23, 2025
Page 2

           These material terms include (i) the number of shares registered for
resale; (ii) the
           maximum principal amount available under the agreement; (iii) the
term of the
           agreement; and (iv) the full discounted price (or formula for
determining it) at
           which the investor will receive the shares;

             the material risks of an investment in the company and in the
offering, including:
           (i) the dilutive effect of the formula or pricing mechanism on the
company   s share
           price; (ii) the possibility that the company may not have access to
the full amount
           available to it under the equity line; and (iii) whether an investor
can engage in
           short-selling activities and, if so, how any sales activities after
announcement of a
           put may negatively affect the company   s share price;

             the material market activities of the investor, including: (i) any
short selling of the
           company   s securities or other hedging activities that the investor
may or has
           engaged in, including prior to entering into the agreement and prior
to the receipt
           of any shares pursuant to the terms of the agreement; and (ii) how
the investor
           intends to distribute the securities it owns or will acquire; and

             how the provisions of Regulation M may prohibit the investor and
any other
           distribution participants that are participating in the distribution
of the company   s
           securities from: (i) engaging in market making activities (e.g.,
placing bids or
           making purchases to stabilize the price of the common stock) while
the equity line
           is in effect; and (ii) purchasing shares in the open market while
the equity line is
           in effect.

       For additional guidance, please consider Question 139.13 of our
Securities Act
       Sections Compliance and Disclosure Interpretations.
2.     We note that certain disclosures appear to have not been updated
following the
       consummation of the de-SPAC business combination, such as the last
paragraph on
       page 91. Please revise throughout your prospectus to reflect that this
business
       combination has been consummated and ensure that your disclosures are
current.
Management and Compensation
Rezolve Executive Officer and Director Compensation, page 91

3.     You disclose here the aggregate cash compensation paid by Rezolve and
its
       subsidiaries to its executive officers and directors for the year ended
December 31,
       2022. Please ensure you update this disclosure to provide disclosure for
the last full
       financial year. See Item 6.B of Form 20-F.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
 January 23, 2025
Page 3

statement.

       Please contact Mitchell Austin at 202-551-3574 or Jan Woo at
202-551-3453 with any
other questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Technology
cc:   Penny J. Minna