[6-K] Rezolve AI PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

KEPCO filed an amended Form 6-K updating parent-company guarantees for two Saudi project companies, Remal Energy and Naseem Energy.

The revised aggregate exposure is KRW 1.196 trn (USD 859 m), representing 2.9 % of consolidated equity (KRW 41.36 trn). The package covers: (1) USD 16 m payment guarantees tied to power-purchase agreements, (2) USD 120 m guarantees for each equity-bridge loan, and (3) USD 108-109 m guarantees for capital contributions. Maturities span Aug 2028 to Mar 2032. Total group guarantees now reach KRW 2.531 trn. All commitments were approved by the board on 20 Nov 2024 with full outside-director and audit-committee attendance.

The guarantees support the Rumah and Nairyah gas-fired combined-cycle power-plant projects for offtaker Saudi Power Procurement Company and lenders including DBS and Standard Chartered. Currency conversions are based on KRW 1,392 per USD.

Insights

Financial Analyst

TL;DR: New guarantees equal 2.9 % of equity; leverage unaffected, credit impact modest.

The KRW 1.196 trn guarantee adds contingent liabilities but still keeps total guarantees below 3 % of equity, a level most rating agencies view as manageable for an electric utility with KRW 41 trn equity. Board approval and full audit-committee attendance reduce governance concerns. The guarantees enable KEPCO to participate in Saudi green-field generation projects that may yield future returns; however, no cash inflow is yet booked, so near-term financials remain unchanged.

Risk Analyst

TL;DR: Cross-border guarantees heighten sovereign, FX and execution risk; exposure concentrated in single project pair.

Although the 2.9 % equity ratio appears low, the guarantees are long-dated (up to 2032) and denominated in USD, exposing KEPCO to currency and Saudi project-specific risks. Aggregate guarantees now exceed KRW 2.5 trn, approaching levels that could pressure credit metrics if projects underperform or if KRW weakens. Investors should monitor further guarantee issuances and any changes in project timetable or costs.

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 July 2025

Commission File Number 001-42254

Rezolve AI plc

(Translation of registrant’s name into English)

21 Sackville Street,

London, W1S 3DN

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

On July 24, 2025, Rezolve AI plc (the "Company") entered into securities purchase agreements with certain qualified institutional investors, for the purchase and sale of 20,000,000 ordinary shares in a private placement at a price of $2.50 per share for aggregate gross proceeds of approximately $50 million, before deducting placement agent fees and other offering expenses.

The closing of the offering is expected to occur on or about July 25, 2025, subject to the satisfaction of customary closing conditions.

The Company expects to use the proceeds from the offering for working capital, potential accretive M&A opportunities, and general corporate purposes.

A.G.P./Alliance Global Partners is acting as lead agent and H.C. Wainwright & Co. is acting as co-lead agent in connection with the offering.

The offer and sale of the foregoing securities is being made in a private placement in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated thereunder, or applicable state securities laws. Accordingly, the securities offered in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This Report of Foreign Private Issuer on Form 6-K shall not constitute an offer to sell or a solicitation of an offer to buy these securities, 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.

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: July 24, 2025

By:		/s/ Daniel Wagner
Name:		Daniel Wagner
Title:		Chief Executive Officer and Chairman

FAQ

What is the total amount of KEPCO's new guarantees disclosed in the July 2025 6-K/A?

The filing reports KRW 1,196,151,649,214 (USD 859 m) of additional guarantees for Remal and Naseem Energy.

How significant are the guarantees relative to KEPCO's equity?

They equal 2.9 % of consolidated equity (KRW 41.36 trn as of 31 Dec 2024).

What projects are supported by these guarantees?

The guarantees back the Saudi Rumah and Nairyah gas-combined-cycle power-plant projects.

When do the guarantee obligations expire?

Maturities range from August 14 2028 for PPA guarantees to March 20 2032 for equity-bridge loan guarantees.

What is KEPCO's total outstanding balance of financial guarantees after this amendment?

Total guarantees now stand at KRW 2,531,253,064,718.