Rezolve Ai (NASDAQ: RZLV) backs $360M FY26 outlook after Q1 surge
Rhea-AI Filing Summary
Rezolve Ai plc reports two key updates. First, certain sellers in its Reward Loyalty UK Limited acquisition waived an aggregate US$14,000,000 warranty retention claim, and in return the company will issue warrants to buy 4,670,000 ordinary shares. Second, Rezolve Ai reaffirmed its FY26 revenue guidance of about $360 million, highlighting Q1 2026 revenue of about $60 million, already above full-year 2025 revenue of $46.8 million. Management cites more than 1,000 enterprise customers and growing adoption of its Brain Suite, brainpowa and TraceWare technologies across a global retail market it describes as roughly $30 trillion.
Positive
- Reaffirmed strong growth outlook: The company reiterates FY26 revenue guidance of approximately $360 million, implying about 7.5x year-on-year growth from 2025’s $46.8 million, supported by Q1 2026 revenue of roughly $60 million and more than 1,000 enterprise customers.
- Non-cash consideration for acquisition obligations: Sellers in the Reward Loyalty UK Limited deal waived an aggregate $14 million warranty retention claim in exchange for 4,670,000 share warrants, limiting near-term cash outflow while preserving the acquisition structure.
Negative
- None.
Insights
Rezolve pairs aggressive growth guidance with non-cash warrant consideration.
Rezolve Ai is reaffirming FY26 revenue guidance of about $360 million after posting roughly $60 million in Q1 2026 revenue versus $46.8 million for all of 2025. That implies about 7.5x year-on-year growth, supported by more than 1,000 enterprise customers.
The Waiver Deed converts an aggregate $14,000,000 warranty retention entitlement into warrants for 4,670,000 ordinary shares. This reduces cash outlay tied to the Reward Loyalty UK Limited deal but increases potential future equity issuance if warrants are exercised.
The company frames its platform as infrastructure for AI-driven commerce within a roughly $30 trillion global retail market and notes peer-reviewed validation of TraceWare with 99.5%–100% user-state accuracy. Future filings around FY26 performance will show whether revenue tracks close to the reiterated $360 million target.
Key Figures
Key Terms
Waiver Deed financial
Warranty Retention Sum financial
Form 6-K regulatory
agentic commerce technical
TraceWare technical
stablecoin payment capabilities financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number 001-42254
Rezolve AI plc
(Translation of registrant’s name into English)
21 Sackville Street,
London, W1S 3DN
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Reward Purchase Agreement
As previously reported, on February 10, 2026, Rezolve AI plc (the “Company”) announced the acquisition of all of the issued share capital of Reward Loyalty UK Limited pursuant to a sale and purchase agreement (the “Purchase Agreement”) with the shareholders listed on Schedule 1 thereto and Peter West. The Purchase Agreement was filed as Exhibit 4.19 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025.
On June 4, 2026, the Company, certain of the sellers under the Purchase Agreement (the “Relevant Sellers”) and Peter West entered into a Waiver Deed (the “Waiver Deed”) with respect to the Purchase Agreement, whereby each of the Relevant Sellers waived its right to receive its Agreed Warranty Retention Proportion (as defined in the Purchase Agreement) of the Warranty Retention Sum (as defined in the Purchase Agreement) that would otherwise be payable to it under the Purchase Agreement. The aggregate waived amount pursuant to the Waiver Deed is US$ 14,000,000. In consideration of such waivers, the Company agreed to issue to the Relevant Sellers warrants to purchase an aggregate of 4,670,000 ordinary shares of the Company.
The foregoing description of the Waiver Deed does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit to this Report on Form 6-K.
The information included under the heading “Reward Purchase Agreement” (including Exhibit 10.1 to this Report on Form 6-K) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-290523, File No. 333-290639, File No. 333-291842 and File No. 333-292302) and Form S-8 (File No. 333-284174 and File No. 333-292308) (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.
Press Release
On June 1, 2026, the Company issued a press release reaffirming its FY26 revenue guidance, a copy of which is furnished herewith as Exhibit 99.1.
The information included under the heading “Press Release” (including Exhibit 99.1 to this Report on Form 6-K) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such filing.
Exhibit No.
|
|
Description
|
10.1* |
|
Waiver Deed dated June 4, 2026 |
99.1 |
|
Press Release dated June 1, 2026 |
*Certain information has been redacted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and the type of information that the registrant customarily and actually treats as private or confidential. The registrant hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC.
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: June 5, 2026
|
|
|
By: |
|
/s/ Daniel Wagner |
Name: |
|
Daniel Wagner |
Title: |
|
Chief Executive Officer and Chairman |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Rezolve Ai Positioned at the Heart of the AI Transformation of $30 Trillion Global Retail, Reiterates $360M+ FY26 Revenue Guidance
Company expects approximately 7.5x year-on-year growth, with momentum accelerating throughout the year, serving more than 1,000 enterprise customers globally as brainpowa, TraceWare and agentic commerce infrastructure drive accelerating enterprise adoption
NEW YORK -- June 01, 2026 -- Rezolve Ai PLC (NASDAQ: RZLV), a global leader in AI-powered commerce and digital engagement solutions, today reaffirms its FY26 revenue guidance of approximately $360 million, with conviction strengthened by the ongoing conversion of its commercial pipeline and the accelerating depth of enterprise adoption across the platform.
Rezolve believes artificial intelligence is reshaping the approximately $30 trillion global retail industry with leading industry forecasts suggesting AI and agentic commerce could mediate between $3 trillion and $5 trillion of global commerce by 2030. As retailers increasingly shift from traditional search and digital experiences toward conversational and autonomous commerce, the Company believes trusted infrastructure will become critical to enterprise adoption.
In Q1 2026, Rezolve Ai generated approximately $60 million in revenue, exceeding the Company’s entire revenue for the full year 2025 of $46.8 million. The reaffirmed FY26 revenue expectation of $360 million represents approximately 7.5x year-on-year growth.
Clients onboarded during 2024 and 2025 have materially expanded their deployment of Rezolve Ai’s Brain Suite in 2026 with the Company now serving more than 1,000 enterprise customers globally. Rezolve believes accelerating customer expansion, enterprise onboarding and commercial deployment reflect a broader shift from traditional search toward conversational and agentic commerce. The Company believes it is among the fastest-growing publicly listed AI companies in the small- and mid-cap market.
Daniel M. Wagner, Chief Executive Officer of Rezolve Ai, said:
“Artificial intelligence is rapidly reshaping how consumers discover, evaluate and purchase products. What is driving that growth for Rezolve Ai is the volume of new clients coming to us and the speed at which they are moving from initial deployment into full production at scale. The peer-reviewed validation of TraceWare, confirming 99.5% to 100% user-state accuracy, gives enterprise CIOs and CTOs the scientific foundation they need to make that commitment with confidence.
“When a retailer deploys agentic AI, they are putting their brand reputation into the hands of a technology that must perform perfectly at the moment of transaction. The market has reached a point where it understands that, and Rezolve Ai is the platform it is turning to.
“Rezolve Ai is positioned at the heart of the $30 trillion global retail revolution. Our commercial pipeline continues to convert at scale, momentum is accelerating throughout the year, and we reiterate with full confidence our FY26 revenue guidance of approximately $360 million, up from $46.8 million in 2025.”
The Infrastructure Layer for AI Commerce
Trusted Commerce AI – brainpowa
Rezolve Ai’s proprietary brainpowa model has been purpose-built for commerce and retail, designed to materially reduce hallucinations and improve reliability in live shopping and transaction environments.
Workflow Validation – TraceWare
RezolveAi ’s proprietary TraceWare technology validates and verifies agentic workflows, helping ensure AI systems remain accurate, commercially safe and auditable. Importantly, TraceWare works across multiple AI models, not solely brainpowa, positioning Rezolve Ai as a broader enterprise AI infrastructure provider.
Agentic Payment Rails
As AI agents increasingly transact on behalf of consumers, Rezolve Ai is building infrastructure for agentic payments, including blockchain-enabled distributed databases, stablecoin payment capabilities, on- and off-ramp functionality and consumer engagement mechanics designed for AI-native commerce.
AI Visibility – Answer Engine Optimization (AEO)
As consumers increasingly discover products through AI-powered answer engines such as ChatGPT, Gemini and Claude, Rezolve Ai’s technologies help merchants improve visibility and discoverability within AI-generated shopping experiences.
Global Partnerships
Rezolve Ai has established strategic relationships with leading global technology and consulting organisations, including Microsoft, Google and Tata Consulting Services, helping accelerate enterprise deployment and adoption.
Media Contact
The One Nine Three Group
RezolveAi@the193.com
Investor Contact
investors@rezolve.com
About Rezolve Ai
Rezolve Ai (NASDAQ: RZLV) is an industry leader in AI-powered solutions, specializing in enhancing customer engagement, operational efficiency, and revenue growth. The Brain Suite is the world’s first enterprise 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 1995. The actual results of Rezolve Ai plc (“Rezolve”) may differ from its 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”, “design” and similar expressions are intended to identify such forward-looking statements. 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.
