Rezolve Ai PLC 6-K, filed Dec 18, 2024
Rezolve Ai PLC (RZLV)
About this 6-K
Rezolve Ai PLC filed this 6-K on December 18, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2024
Commission File Number 001-42254
Rezolve AI Limited
(Translation of registrant’s name into English)
3rd Floor, 80 New Bond Street
London, W1S 1SB
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
As previously disclosed, (i) on December 16, 2021, Rezolve Limited entered into a secured convertible loan note instrument, as amended and restated on November 21, 2022 and May 23, 2023 and as further amended on December 18, 2023, December 29, 2023 and January 26, 2024 (the “Loan Note Instrument”) and (ii) on July 4, 2024, the Loan Note Instrument was novated to Rezolve AI Limited (the “Company or Rezolve”) in connection with the Company’s pre-closing demerger. As of December 5, 2024, there was outstanding an aggregate amount of approximately $49 million of loan notes (“Convertible Notes”) outstanding under the Loan Note Instrument.
On December 5, 2024, pursuant to the terms of the Loan Note Instrument, one of the holders of the Convertible Notes converted all of his approximately $8 million of outstanding Convertible Notes at a conversion price of $7 per ordinary share.
On December 17, the Company, Apeiron Investment Group Ltd. and Bradley Wickens, the beneficial holders of the majority of Convertible Notes entered into an agreement (the “Agreement”) to amend the Loan Note Instrument (the “Amendment”) and that the beneficial holders shall procure that the registered nominees holding their Convertible Notes provide the necessary consents to the Amendment. Pursuant to the Amendment, the conversion price with respect to approximately $41 million of outstanding Convertible Notes will be revised to equal $2 per ordinary share.
Pursuant to the Agreement, Apeiron Investment Group and Bradley Wickens will also procure that the registered nominees holding approximately $41 million of outstanding Convertible Notes (on behalf of Apeiron Investment Group Ltd. and Bradley Wickens) will exercise their option to convert all such outstanding Convertible Notes, at a conversion price of $2 per ordinary share. Following such conversions, there will be approximately $0.4 million of Convertible Notes outstanding under the Loan Note Instrument.
The foregoing description of the Loan Note Instrument, the Agreement and the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Convertible Loan Note Instrument and the Agreement, which are incorporated by reference herein and attached herewith as Exhibit 10.1 and 10.2, respectively, and the Amendment, the form of which is incorporated by reference herein and attached herewith as Exhibit 10.3.
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Exhibit No. |
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Description |
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10.1 |
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10.2 |
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10.3 |
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99.1 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 18, 2024
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By: |
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/s/ Daniel Wagner |
Name: |
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Daniel Wagner |
Title: |
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Chief Executive Officer and Chairman |
Exhibit 10.2
Rezolve AI Limited 5 New Street Square London, EC4A 3TW United Kingdom
17 December 2024
in each case, as soon as promptly practicable.
Please acknowledge your acceptance of the terms of this Letter Agreement by signing and returning to us the enclosed copy.
Yours faithfully,
SIGNED for and on behalf of APEIRON INVESTMENT GROUP LTD
/s/ Mario Frendo
Name: Mario Frendo
Title: 
/s/ Bradley Wickens BRADLEY WICKENS
By:
Docusign Envelope ID: 312BBC25-45A5-454F-8482-906101AE72AD
Executed by way of acceptance
Dan Wagner
CEOSIGNED for and on behalf of REZOLVE AI LIMITED
/s/ Dan Wagner
Name: Title:
[Signature Page to Side Letter]
Schedule 1
Form of Deed of Amendment
EXECUTION VERSION
THIS DEED OF AMENDMENT is made on 2024 by:
REZOLVE AI LIMITED (company number 14573691) whose registered office is at 5 New Street Square, London, EC4A 3TW, United Kingdom (the "Company").
WHEREAS:
IT IS AGREED as follows:
DEFINITIONS AND INTERPRETATION
AMENDMENT
“provided that, in relation to any Conversion Date falling on or after 2024, “Conversion Price” shall mean $2 per Share;”; and
GOVERNING LAW & JURISDICTION
This Deed has been executed and delivered and takes effect on the date stated at the beginning of it.
[Signature page follows]
2
Executed as a DEED for and on behalf of REZOLVE AI LIMITED
in the presence of a witness |
) ) ) …………………………………. ) |
Witness Signature:
Name (print): Occupation: Address: |
) …………………………………. ) ) …………………………………. ) ) …………………………………. ) ) …………………………………. |
[Signature Page – Loan Note Instrument Deed of Amendment – Conversion Price]
Schedule 2
Form of Consent to Variation
EXECUTION VERSION
NOTEHOLDER MAJORITY VARIATION CONSENT
From: Joh. Berenberg, Gossler & Co. KG 20 Neuer Jungfernstieg
20354, Hamburg Germany
(“Berenberg”)
Aurora Nominees Limited 10 Harewood Avenue London, NW1 6AA
(“Aurora”)
Vidacos Nominees Limited Citigroup Centre
Canada Square, Canary Wharf London, E14 5LB
(“Vidacos”)
To: Rezolve AI Limited 5 New Street Square London EC4A 3TW United Kingdom
(the “Company”)
December 2024 Dear Sirs
Re: Consent to variation of Loan Note Instrument (as defined below)
Save as expressly set out in this letter, nothing in this letter shall constitute or be construed as a waiver or compromise of any other term or condition of the Loan Note Instrument or any of the Noteholders’ rights in relation to them which for the avoidance of doubt shall continue in full force and effect.
This letter (including the agreement constituted by your acknowledgement of its terms) and any non-contractual obligations arising out of or in connection to it are governed by English law. The parties to this letter submit to the non-exclusive jurisdiction of the English courts.
2
Yours faithfully
……………………………. for and on behalf of
JOH. BERENBERG, GOSSLER & CO. KG
[Signature Page to Noteholder Majority Variation Consent]
Yours faithfully
……………………………. for and on behalf of
AURORA NOMINEES LIMITED
Yours faithfully
……………………………. for and on behalf of
VIDACOS NOMINEES LIMITED
Appendix I Deed of Amendment
EXECUTION VERSION
THIS DEED OF AMENDMENT is made on 2024 by:
REZOLVE AI LIMITED (company number 14573691) whose registered office is at 5 New Street Square, London, EC4A 3TW, United Kingdom (the "Company").
WHEREAS:
IT IS AGREED as follows:
DEFINITIONS AND INTERPRETATION
AMENDMENT
“provided that, in relation to any Conversion Date falling on or after 2024, “Conversion Price” shall mean $2 per Share;”; and
GOVERNING LAW & JURISDICTION
This Deed has been executed and delivered and takes effect on the date stated at the beginning of it.
[Signature page follows]
2
Executed as a DEED for and on behalf of REZOLVE AI LIMITED
in the presence of a witness |
) ) ) …………………………………. ) |
Witness Signature:
Name (print): Occupation: Address: |
) …………………………………. ) ) …………………………………. ) ) …………………………………. ) ) …………………………………. |
[Signature Page – Loan Note Instrument Deed of Amendment – Conversion Price]
Schedule 3
Form of Conversion Notices
EXECUTION VERSION
To: The Directors
Rezolve AI Limited (the “Company”) 5 New Street Square
London, EC4A 3TW United Kingdom
2024
Dear Sirs
7.50% Senior Secured Convertible Loan Notes, originally issued by Rezolve Limited pursuant to an instrument originally dated 16 December 2021, as amended and restated on 21 November 2022 and 23 May 2023, as further amended on 18 December 2023 and 29 December 2023, as further amended and restated on 26 January 2024 and as further amended on 2024, and novated to the Company pursuant to a deed of novation dated 4 July 2024 (the “Instrument”)
Aurora Nominees Limited (the “Exercising Noteholder”) hereby gives notice to the Company that it is exercising its right to convert $10,000,000 principal amount of Notes (together with additional accrued interest of $445,891 as of the date of this notice) issued pursuant to the Instrument into Shares in accordance with condition 7 (Conversion at the Option of the Noteholders) of the Instrument. We hold such Notes (the “Apeiron Notes”) on behalf of Apeiron Investment Group Ltd (“Aperion”), who is the beneficial owner of the Apeiron Notes.
We hereby direct the Company to allot and issue 5,222,945 Shares resulting from the conversion of the Apeiron Notes directly to The Depositary Trust Company (“DTC”) in accordance with the DTC settlement instructions provided by Apeiron, in accordance with the Conditions.
We acknowledge and agree that the Shares are issued subject to the memorandum of association and articles of association and shareholders agreement of the Company and that Apeiron agrees to become a member of the Company.
Yours faithfully |
AURORA NOMINEES LIMITED |
Name: Title: |
[Signature Page to Conversion Notice]
EXECUTION VERSION
To: The Directors
Rezolve AI Limited (the “Company”) 5 New Street Square
London, EC4A 3TW United Kingdom
2024
Dear Sirs
7.50% Senior Secured Convertible Loan Notes, originally issued by Rezolve Limited pursuant to an instrument originally dated 16 December 2021, as amended and restated on 21 November 2022 and 23 May 2023, as further amended on 18 December 2023 and 29 December 2023, as further amended and restated on 26 January 2024 and as further amended on 2024, and novated to the Company pursuant to a deed of novation dated 4 July 2024 (the “Instrument”)
Joh. Berenberg, Gossler & Co. KG (the “Exercising Noteholder”) hereby gives notice to the Company that it is exercising its right to convert $23,512,877 principal amount of Notes (together with additional accrued interest of $1,048,416.70 as of the date of this notice) issued pursuant to the Instrument into Shares in accordance with condition 7 (Conversion at the Option of the Noteholders) of the Instrument. We hold $2,756,439 principal amount of such Notes (together with additional accrued interest of $122,907 as of the date of this notice) (the “Apeiron Notes”) on behalf of Apeiron Investment Group Ltd (“Aperion”) and $20,756,438 of principal amount such Notes (together with additional accrued interest of $925,509.70 as of the date of this notice) (the “BW Notes”) on behalf of Bradley Wickens, who are the beneficial owners of the Apeiron Notes and BW Notes (respectively).
We hereby direct the Company to allot and issue (a) 1,439,673 Shares resulting from the conversion of the Apeiron Notes directly to The Depositary Trust Company (“DTC”) in accordance with the DTC settlement instructions provided by Apeiron and (b) 10,840,973 Shares resulting from the conversion of the BW Notes directly to DTC in accordance with the DTC settlement instructions provided by Bradley Wickens, in each case in accordance with the Conditions.
We acknowledge and agree that the Shares are issued subject to the memorandum of association and articles of association and shareholders agreement of the Company and that Apeiron and Bradley Wickens agree to become a member of the Company.
4899-4113-7670 v.3
Yours faithfully |
JOH. BERENBERG GOSSLER & CO KG |
Name: Title: |
[Signature Page to Conversion Notice]
EXECUTION VERSION
To: The Directors
Rezolve AI Limited (the “Company”) 5 New Street Square
London, EC4A 3TW United Kingdom
2024
Dear Sirs
7.50% Senior Secured Convertible Loan Notes, originally issued by Rezolve Limited pursuant to an instrument originally dated 16 December 2021, as amended and restated on 21 November 2022 and 23 May 2023, as further amended on 18 December 2023 and 29 December 2023, as further amended and restated on 26 January 2024 and as further amended on 2024, and novated to the Company pursuant to a deed of novation dated 4 July 2024 (the “Instrument”)
Vidacos Nominees Limited (the “Exercising Noteholder”) hereby gives notice to the Company that it is exercising its right to convert $8,000,000 principal amount of Notes (together with additional accrued interest of $356,712 as of the date of this notice) issued pursuant to the Instrument into Shares in accordance with condition 7 (Conversion at the Option of the Noteholders) of the Instrument. We hold such Notes (the “Apeiron Notes”) on behalf of Apeiron Investment Group Ltd (“Aperion”), who is the beneficial owner of the Apeiron Notes.
We hereby direct the Company to allot and issue 4,178,356 Shares resulting from the conversion of the Apeiron Notes directly to The Depositary Trust Company (“DTC”) in accordance with the DTC settlement instructions provided by Apeiron, in accordance with the Conditions.
We acknowledge and agree that the Shares are issued subject to the memorandum of association and articles of association and shareholders agreement of the Company and that Apeiron agrees to become a member of the Company.
4897-1909-2487 v.1
Yours faithfully |
VIDACOS NOMINEES LIMITED |
Name: Title: |
[Signature Page to Conversion Notice]
Exhibit 10.3
THIS DEED OF AMENDMENT is made on _________________ 2024 by:
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REZOLVE AI LIMITED (company number 14573691) whose registered office is at 5 New Street Square, London, EC4A 3TW, United Kingdom (the "Company"). |
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WHEREAS:
IT IS AGREED as follows:
“provided that, in relation to any Conversion Date falling on or after __________________ 2024, “Conversion Price” shall mean $2 per Share;”; and
4913-1641-1142 v.5
This Deed has been executed and delivered and takes effect on the date stated at the beginning of it.
[Signature page follows]
2
4913-1641-1142 v.5
Executed as a DEED for and on behalf of
in the presence of a witness
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Witness Signature: Occupation: Address: |
) …………………………………. |
[Signature Page – Loan Note Instrument Deed of Amendment – Conversion Price]
Exhibit 99.1
Rezolve Ai Announces $49 Million Equity Conversion
by Leading Investors
NEW YORK, December 18 2024 — Rezolve Ai (NASDAQ: RZLV), a global leader in AI-driven retail innovation, and its leading investors have entered into a series of transactions agreeing to the conversion of $49 million of the outstanding convertible loan note into equity. The debt subject to conversion was issued pursuant to the secured convertible loan note instrument dated December 16, 2021, as amended and restated.
Rezolve Ai believes this significant milestone underscores the confidence of top-tier investors in Rezolve Ai’s transformative vision, market-leading technology, and growth potential and reflects a strong endorsement of Rezolve Ai’s leadership in revolutionizing the $30 trillion retail market through advanced artificial intelligence solutions.
Christian Angermayer, Founder of Apeiron Investment Group, added: “We have been investing in Rezolve Ai since 2018 and have been strong supporters of Dan Wagner and his team throughout. Microsoft and Google selecting Rezolve Ai as their key market technology partner for the retail and consumer sector has cemented our conviction that Rezolve Ai will be a global leader in conversational commerce field in the coming years.”
Daniel M. Wagner, CEO of Rezolve Ai commented:
"I believe this milestone highlights the extraordinary confidence that Apeiron and other leading investors have in our strategy and vision. Their support is a testament to the immense value Rezolve Ai brings to the global retail market as we continue to deliver on our mission to democratize AI and accelerate innovation worldwide."
The aggregate $49 million equity conversion reinforces Rezolve Ai's financial strength and is expected to position the company to expand its AI-driven offerings, including Brain Commerce, Brain Checkout, and their proprietary foundation language model, brainpowa. This development follows recent strategic advancements, including a landmark go-to-market partnership with Microsoft, a similar agreement with Google and a transformative initiative to revolutionize crypto payments in retail and eliminate merchant fees – all of which underscores Rezolve Ai’s commitment to reshaping the retail industry.
Looking Ahead
Rezolve Ai is committed to delivering value to its customers and shareholders, advancing its technology suite, and enabling retailers worldwide to unlock the full potential of AI. The company will continue to engage with industry leaders, secure strategic partnerships, and drive global expansion, solidifying its position as a trusted partner in the AI-driven retail revolution.
For more information about Rezolve AI and its solutions, visit www.rezolve.com.
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About Rezolve Ai
Rezolve Ai (NASDAQ: RZLV) is a leader in AI-powered solutions for commerce and retail, focused on transforming customer engagement, streamlining transactions, and driving revenue growth. The company’s Brain Suite of products - Brain Commerce, Brain Checkout, and Brain Assistant - harness the power of AI to provide personalized, frictionless shopping experiences and improve business outcomes for retailers and brands worldwide. Partnering with industry giants like Microsoft, and Google, Rezolve is pioneering the future of commerce. For more information, visit www.rezolve.com.
Media Contact:
Rezolve Ai
Urmee Khan
Global Head of Communications
urmeekhan@rezolve.com
+44 7576 094 040
Investor Relations Contact:
CORE IR
+15162222560
investors@rezolve.com
Forward-Looking Statements
Certain statements in this press release may be forward looking in nature within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Rezolve’s statements regarding the agreement between Rezolve and certain prominent investors to convert approximately $41 million of debt; Rezolve’s statements and expectations regarding its growth potential and ability to revolutionize the retail market and its ability to scale its operations globally, as well as Mr. Angermayer’s statements regarding Rezolve’s ability to execute on its forecast growth. The matters discussed in these forward-looking statements are subject to a number of risks, trends and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. You are cautioned not place undue reliance on these forward-looking statements. None of Rezolve nor any other person is responsible for updating or revising any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.