Rezolve AI (NASDAQ: RZLV) closes SmartPay and Subsquid acquisitions

Rhea-AI Filing Summary

Rezolve AI plc is expanding through two completed acquisitions. It bought key assets of Brazilian fintech SmartPay Digital Services, paying USDT1,900,000 in cash and issuing 356,629 ordinary shares, with potential additional consideration of up to USDT4,000,000 in cash and up to the equivalent of USDT8,000,000 in shares if certain conditions are met.

The company also acquired all shares of Subsquid Labs GmbH, paying $3,560,000 in cash and agreeing to issue approximately 231,482 shares plus further share-based payments of $1,500,000, $1,750,000 and $1,750,000 tied to post-closing timing and conditions. Rezolve committed $5,000,000 and $15,000,000 of working capital contributions, and to buy $10,000,000 in SQD tokens and an amount of SQD tokens equal to 1% of its annual revenues until December 31, 2027. Subsquid brings about $6,000,000 of assets and 178 million SQD tokens.

Insights

Cross-border M&A strategist

Rezolve AI is using significant cash and equity to execute two strategic acquisitions.

Rezolve AI has closed the SmartPay asset deal and the full acquisition of Subsquid Labs GmbH, combining upfront payments with sizable earn-outs and equity components. SmartPay consideration includes USDT1,900,000 plus 356,629 shares and potential further payments of up to USDT4,000,000 in cash and up to the equivalent of USDT8,000,000 in shares, contingent on defined conditions.

The Subsquid transaction involves an upfront cash payment of $3,560,000, roughly 231,482 shares, additional share-based amounts totaling $5,000,000 over two years, and working-capital contributions of $5,000,000 within 45 days and $15,000,000 within 24 months. This structure blends immediate outlays with staged obligations, with actual impact depending on integration progress and how these acquired businesses contribute relative to these commitments.

Digital assets and token economics analyst

Subsquid adds substantial SQD token exposure and ongoing token purchase commitments.

Through the Subsquid acquisition, Rezolve AI gains approximately $6,000,000 of assets and 178 million SQD tokens. In addition, it has committed to purchase SQD tokens worth $10,000,000 within 14 days after closing and to buy an amount of SQD tokens equal to 1% of its annual revenues until December 31, 2027.

These terms create a continuing linkage between Rezolve AI’s revenue base and SQD token purchases, alongside the token holdings acquired at closing. The overall exposure will be shaped by future revenue levels and any subsequent disclosures about how SQD tokens are used within the business or held on the balance sheet.

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 October 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  ☐

EXPLANATORY NOTE

Smart Pay Acquisition

On October 2, 2025, Rezolve AI plc (the "Company") entered into an asset purchase agreement (the "Asset Purchase Agreement") with SmartPay Digital Services Limitada, a Brazilian limited liability company (sociedade limitada) (“SmartPay”) and Rocelo Lopes, the founder and beneficial owner of all the equity interests in SmartPay, pursuant to which Rezolve agreed to purchase and SmartPay agreed to sell, certain material assets of SmartPay (the "SmartPay Asset Acquisition").

On October 7, 2025, the Company, SmartPay and Mr. Lopes closed the SmartPay Asset Acquisition. As consideration for the SmartPay Asset Acquisition, the Company paid USDT1,900,000 and issued 356,629 ordinary shares, £0.0001 nominal value ("Ordinary Shares"), of the Company to SmartPay. SmartPay is also entitled to receive, upon satisfaction of certain conditions as described in the SmartPay Asset Purchase Agreement, an aggregate of up to USDT4,000,000 and the equivalent of up to an aggregate of USDT8,000,000 in Ordinary Shares.

The description of the SmartPay Asset Purchase Agreement is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is furnished as exhibit 10.1 to this Report on Form 6-K and is incorporated by reference herein.

On October 7, 2025, the Company issued a press release announcing the closing of the SmartPay Asset Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.

Subsquid Acquisition

On October 8, 2025, the Company entered into a share purchase agreement (the "Share Purchase Agreement") with Marcel Fohrmann (the "Subsquid Seller"), the beneficial owner of all of the equity interests in Subsquid Labs GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Switzerland with registered number CHE-240.458.636 ("Subsquid"), pusuant to which the Company agreed to purchase and the Subsquid Seller agreed to sell, the entire issued and to be issued share capital of Subsquib (the "Subsquid Acquisition").

On October 9, 2025, the Company and the Subsquid Seller closed the Subsquid Acquisition. As consideration for the Subsquid Acquisition, the Company paid $3,560,000 and will issue approximately 231,482 Ordinary Shares to the Subsquid Seller. The Subsquid Seller is also entitled to receive (i) as soon as reasonably practicable after the closing, the equivalent of $1,500,000 in Ordinary Shares; (ii) on the first anniversary of the closing, the equivalent of $1,750,000 in Ordinary Shares; (iii) on the second anniversary of the closing, the equivalent of $1,750,000 in Ordinary Shares, subject to certain conditions as described in the Share Purchase Agreement. After the closing, the Company has agreed to contribute to the Subsquid Seller for working capital (i) $5,000,000 within 45 days after the closing; and (ii) $15,000,000 within 24 months after the closing. The Company has also committed to purchase (i) the equivalent of $10,000,000 in SQD Tokens within 14 days after the closing and (ii) an amount of SQD tokens equal to 1% of the Company's annual revenues until December 31, 2027. As of the close of the transaction, Subsquid has approximately $6,000,000 of assets and 178 million SQD tokens, which were acquired by the Company in connection with the Subsquid Acquisition.

The description of the Share Purchase Agreement is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is furnished as exhibit 10.2 to this Report on Form 6-K and is incorporated by reference herein.

On October 9, 2025, the Company issued a press release announcing the closing of the Subsquid Acquisition. A copy of the press release is furnished as Exhibit 99.2 to this Report on Form 6-K and is incorporated herein by reference.

The information included in this Report on Form 6-K (including Exhibits 10.1 and 10.2) is hereby incorporated by reference into the Company’s Registration Statements on Forms F-3 (File No. 333-290523 and File No. 333-290639) (including any

prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit No.		Description
10.1		Asset Purchase Agreement, dated October 2, 2025, by and among Rezolve AI plc, SmartPay Digital Services Limitada and Rocelo Lopes.
10.2		Share Purchase Agreement, dated October 9, 2025, by and between Rezolve AI plc and Marcel Fohrmann.
99.1		Press Release, dated October 7, 2025.
99.2		Press Release, dated October 9, 2025.

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: October 10, 2025

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

FAQ

What acquisitions did Rezolve AI plc (RZLV) complete in October 2025?

Rezolve AI plc completed two deals: it acquired certain material assets of SmartPay Digital Services Limitada and purchased all issued and to be issued share capital of Subsquid Labs GmbH.

What was the consideration for Rezolve AI's SmartPay asset acquisition?

For the SmartPay asset acquisition, Rezolve AI paid USDT1,900,000 and issued 356,629 ordinary shares, with potential additional payments of up to USDT4,000,000 in cash and up to the equivalent of USDT8,000,000 in shares if specified conditions are met.

How much is Rezolve AI paying for the Subsquid acquisition and in what form?

Rezolve AI paid $3,560,000 in cash and will issue approximately 231,482 ordinary shares to the Subsquid seller, plus additional share-based amounts of $1,500,000, $1,750,000 and $1,750,000 at specified times and subject to conditions.

What additional financial commitments did Rezolve AI make related to Subsquid?

Rezolve AI agreed to provide working capital contributions of $5,000,000 within 45 days after closing and $15,000,000 within 24 months, and to purchase SQD tokens worth $10,000,000 plus SQD tokens equal to 1% of its annual revenues until December 31, 2027.

What assets and tokens does Rezolve AI gain through the Subsquid deal?

As of closing, Subsquid has approximately $6,000,000 of assets and 178 million SQD tokens, which Rezolve AI acquired in connection with the transaction.

Are the SmartPay and Subsquid agreement terms available to investors?

Yes. The SmartPay Asset Purchase Agreement and the Subsquid Share Purchase Agreement are furnished as Exhibits 10.1 and 10.2, and related press releases are furnished as Exhibits 99.1 and 99.2.