August 29, 2025
Daniel Wagner
Chief Executive Officer
Rezolve AI plc
21 Sackville Street
London, W1S 3DN
United Kingdom
Re: Rezolve AI plc
Registration Statement on Form F-1
Supplemental Response dated August 21, 2025
File No. 333-289103
Dear Daniel Wagner:
We have conducted a limited review of your registration statement and
have the
following comment.
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 Filed on Form F-1 Filed July 30, 2025
Legal Proceedings, page 68
1. We note your response to our request that you provide more a more
detailed
description of the your legal proceeding against JBAAM Special
Opportunities Fund
II LLC and YA II PN, Ltd., involving a dispute over a securities
purchase agreement
("SPA") dated February 21, 2025. Please expand your draft language to
address the
following issues:
Specify the breaches alleged under Sections 4(a) and 4 (aa) of the
SPA, as these
provisions cross-reference a large amount of items.
To the extent known, quantify the compensatory damages sought.
Clarify YA II PN, Ltd.'s involvement with the SPA and why it
believed it was
entitled to compensation.
August 29, 2025
Page 2
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
statement.
Please contact Edwin Kim at 202-551-3297 or Matthew Derby at
202-551-3334 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Penny Minna, Esq.