Rezolve Ai Announces $250 Million Registered Direct Offering led by Existing and New Fundamental Institutional Investors

Rhea-AI Summary

Rezolve Ai (NASDAQ: RZLV) entered into securities purchase agreements for a registered direct offering of 62,500,000 ordinary shares at $4.00 per share, generating gross proceeds of approximately $250 million before placement agent commissions and offering expenses. The closing is expected on or about January 21, 2026, subject to customary closing conditions. The company intends to use net proceeds for accelerated investment in its sales organization, potential accretive M&A opportunities, and general corporate and working capital purposes. A.G.P./Alliance Global Partners is lead placement agent; Titan Partners and Maxim Group are co-placement agents. The offering is made under an effective Form F-3 shelf registration declared effective by the SEC on December 19, 2025.

Positive

• Gross proceeds of approximately $250 million
• Planned use of proceeds for sales investment and potential accretive M&A
• Offering available under an effective Form F-3 shelf (declared effective Dec 19, 2025)

Negative

• Issuance of 62,500,000 new shares will dilute existing shareholders
• Proceeds are gross and will be reduced by placement agent commissions and offering expenses

News Market Reaction

-22.99% 3.1x vol

54 alerts

-22.99% News Effect

+19.0% Peak Tracked

-17.1% Trough Tracked

-$469M Valuation Impact

$1.57B Market Cap

3.1x Rel. Volume

On the day this news was published, RZLV declined 22.99%, reflecting a significant negative market reaction. Argus tracked a peak move of +19.0% during that session. Argus tracked a trough of -17.1% from its starting point during tracking. Our momentum scanner triggered 54 alerts that day, indicating high trading interest and price volatility. This price movement removed approximately $469M from the company's valuation, bringing the market cap to $1.57B at that time. Trading volume was very high at 3.1x the daily average, suggesting heavy selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Registered shares (offering): 62,500,000 ordinary shares Offering price: $4.00 per share Gross proceeds: $250 million +5 more

8 metrics

Registered shares (offering) 62,500,000 ordinary shares Registered direct offering announced Jan 20, 2026

Offering price $4.00 per share Purchase price in registered direct offering

Gross proceeds $250 million Before fees in registered direct offering

Expected closing date January 21, 2026 Target closing for registered direct offering

Form type Form F-3 (File No. 333-291842) Effective shelf registration used for offering

PIPE gross proceeds $200 million September 25, 2025 PIPE financing from shelf_summary

Shelf registered shares 37,000,000 Ordinary Shares Resale registration under F-3/A from shelf_summary

Current share price $4.61 Pre-offering market context

Market Reality Check

Price: $3.10 Vol: Volume 27,973,214 is slig...

normal vol

$3.10 Last Close

Volume Volume 27,973,214 is slightly above 20-day average of 26,907,626 shares. normal

Technical Price at $4.61 is trading above the 200-day MA at $3.27.

Peers on Argus

RZLV showed a -0.43% move while peers were mixed: NYAX -0.16%, PRGS -1.75%, FLYW...

RZLV showed a -0.43% move while peers were mixed: NYAX -0.16%, PRGS -1.75%, FLYW -1.99%, RAMP -2.11%, and CSGS +0.19%, indicating stock-specific dynamics rather than a broad sector move.

Historical Context

5 past events · Latest: Jan 13 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 13	Revenue guidance update	Positive	-9.2%	Raised 2025–2026 revenue and ARR outlook with first profitable month.
Jan 07	Conference participation	Positive	+7.3%	NRF 2026 presence showcasing AI commerce solutions with partners.
Dec 29	New revenue model	Neutral	-6.3%	Introduced SQD Revenue Pools model tied to enterprise blockchain use.
Dec 23	Commercial wins	Positive	-3.1%	Announced live deployments, renewals and global pipeline expansion.
Dec 19	Guidance call announcement	Positive	+15.9%	Scheduled investor call to discuss updated 2025–2026 revenue guidance.

Pattern Detected

Recent AI-related announcements often saw volatile and sometimes negative price reactions, including a decline after upbeat revenue guidance.

Recent Company History

Over the last month, Rezolve Ai issued several AI- and growth-focused updates. On Dec 19, 2025, it announced an analyst call to discuss revenue guidance, followed by a global deployments update on Dec 23. A new SQD revenue model was detailed on Dec 29. On Jan 7, 2026, the company highlighted its NRF 2026 presence, and on Jan 13 it guided to $350 million 2026 revenue and at least $500 million ARR. Today’s capital raise follows this sequence of growth and financing milestones.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-10-17

Rezolve Ai has an active Form F-3/A shelf dated 2025-10-17, registering up to 37,000,000 Ordinary Shares for resale from a prior PIPE at $5.40 per share. The company received approximately $200 million gross proceeds at that PIPE closing, while current shelf-registered resales would not provide additional proceeds to Rezolve but could affect trading dynamics.

Market Pulse Summary

The stock dropped -23.0% in the session following this news. A negative reaction despite the capital...

Analysis

The stock dropped -23.0% in the session following this news. A negative reaction despite the capital infusion fits a pattern where Rezolve Ai’s positive business updates sometimes met selling pressure, such as the -9.23% move after raised guidance on Jan 13, 2026. Issuing 62,500,000 shares at $4.00 adds potential dilution on top of existing F-3/A–registered resales. Prior PIPE-related disclosures already flagged that large blocks coming to market could pressure trading levels if demand softens.

Key Terms

registered direct offering, shelf registration statement, form f-3, prospectus supplement, +2 more

6 terms

registered direct offering financial

"pursuant to a registered direct offering, resulting in gross proceeds"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"effective shelf registration statement on Form F-3 (File No. 333-291842)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"A prospectus supplement and the accompanying prospectus relating to the registered"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

prospectus regulatory

"The offering is made only by means of a prospectus which is part"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

securities purchase agreements financial

"entered into securities purchase agreements led by existing and new"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

AI-generated analysis. Not financial advice.

NEW YORK, Jan. 20, 2026 (GLOBE NEWSWIRE) -- Rezolve Ai (NASDAQ: RZLV), a leader in Agentic Commerce and AI-powered customer engagement, today announced that it has entered into securities purchase agreements led by existing and new fundamental institutional investors for the purchase and sale of 62,500,000 ordinary shares at a purchase price of $4.00 per share, pursuant to a registered direct offering, resulting in gross proceeds of approximately $250 million, before deducting placement agent commissions and other offering expenses. The closing of the offering is expected to occur on or about January 21, 2026, subject to the satisfaction of customary closing conditions. 

The Company intends to use the net proceeds from the offering for accelerated investment into its sales organization, potential accretive M&A opportunities and general corporate and working capital purposes.

A.G.P./Alliance Global Partners is acting as lead placement agent for the offering, with Titan Partners and Maxim Group LLC serving as co-placement agents. Cantor Fitzgerald & Co., Roth Capital Partners, and Northland Capital Markets acted as financial advisors in the offering.

This offering is being made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-291842) which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 19, 2025. The offering is made only by means of a prospectus which is part of the effective registration statement. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Rezolve AI

Rezolve Ai (NASDAQ: RZLV) (the “Company”) is an industry leader in AI-powered solutions, specializing in enhancing customer engagement, operational efficiency, and revenue growth. The Company’s “Brain Suite” is an innovative AI platform built for Agentic Commerce, delivering advanced tools that harness artificial intelligence to power search, transact, fulfill, and personalize at global scale. For more information, visit www.rezolve.com.

Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The actual results of Rezolve AI plc (“Rezolve”) may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. 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. Forward-looking statements in this press release include Rezolve’s statements regarding the timing of the closing of the offering and the expected use of proceeds from the offering. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Rezolve’s Annual Report on Form 20-F and its subsequent filings made with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside Rezolve’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) competition, the ability of Rezolve to grow and manage growth profitably, and retain its management and key employees; (2) changes in applicable laws or regulations; and (3) weakness in the economy, market trends, uncertainty and other conditions in the markets in which Rezolve operates, and other factors beyond its control, such as inflation or rising interest rates. Rezolve cautions that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. Except as required by applicable law, Rezolve does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

Media Contact
Rezolve Ai
Urmee Khan - Global Head of Communications
urmeekhan@rezolve.com
+44 7576 094 040

investors@rezolve.com

FAQ

What are the details of Rezolve Ai's registered direct offering (RZLV) announced Jan 20, 2026?

Rezolve Ai agreed to sell 62,500,000 shares at $4.00 per share for gross proceeds of about $250M, with expected closing on or about Jan 21, 2026.

How does Rezolve Ai (RZLV) intend to use the net proceeds from the $250M offering?

The company intends to use net proceeds for accelerated investment in its sales organization, potential accretive M&A opportunities, and general corporate and working capital purposes.

Who are the placement agents and advisors for Rezolve Ai's (RZLV) offering?

A.G.P./Alliance Global Partners is lead placement agent; Titan Partners and Maxim Group are co-placement agents; Cantor Fitzgerald, Roth Capital Partners, and Northland Capital Markets served as financial advisors.

When was the registration statement for Rezolve Ai (RZLV) declared effective by the SEC?

The Form F-3 shelf registration was declared effective by the SEC on December 19, 2025.

Will Rezolve Ai (RZLV) provide a prospectus supplement for the registered direct offering?

Yes. A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and made available when filed.

Does the $250M figure represent net proceeds to Rezolve Ai (RZLV)?

No. The $250M is gross proceeds before deducting placement agent commissions and other offering expenses.