[D] Rezolve AI PLC SEC Filing

Rhea-AI Filing Summary

Rezolve AI PLC, a U.K.-incorporated technology company formed in 2023, filed a Form D to report a completed exempt equity offering conducted under Regulation D Rule 506(b). The notice indicates:

• Total Offering: up to $50 million in equity; $50 million already sold; no remaining securities.
• Date of first sale: 25 Jul 2025; the offering will not exceed one year.
• Investors: 2 (all presumed accredited, as none are listed as non-accredited).
• Minimum investment: $0.
• Broker-dealer: A.G.P./Alliance Global Partners (CRD 8361) is placement agent; sales commissions currently reported as $0 (estimate); commission percentage to be determined per offering documents.
• Use of proceeds to insiders: $0 (estimate).
• Issuer size: “Decline to disclose”; revenue range not provided.
• Industry: Other Technology; issuer is not an investment company.

CEO Dan Wagner signed the filing on 6 Aug 2025. The completed private placement supplies substantial capital without disclosed dilution terms or immediate cash outflows to management, suggesting funds will support corporate growth initiatives.

Positive

• $50 million equity financing fully subscribed, providing substantial fresh capital.
• No proceeds allocated to executive officers or promoters, aligning funds with corporate use.
• Use of Rule 506(b) avoids public dilution while accessing accredited capital.

Negative

• Issuer declined to disclose size and revenue, limiting transparency for prospective investors.
• Only two investors participated, creating concentration risk and limited price discovery.

Insights

Private Capital Markets Analyst

TL;DR $50 M successfully raised via Rule 506(b); no insider payouts or commissions yet disclosed—positive liquidity event.

The filing shows Rezolve AI PLC closed a single-tranche private equity round, bringing in the full $50 million target from only two investors, indicating either sizeable strategic backers or a concentrated institutional placement. Rule 506(b) limits general solicitation, implying a relationship-based raise, common for late-stage private tech firms. Absence of sales commissions suggests negotiations may bundle fees into other compensation or commissions will be paid upon settlement; investors should watch subsequent amendments. Proceeds channeled entirely to the company—none earmarked for officers—reduces agency-risk concerns and signals growth use. Lack of revenue disclosure leaves valuation context unclear, but fresh capital materially enhances liquidity ahead of any potential IPO or expansion. Overall impact: favorable.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001920294

REZOLVE AI Ltd

REZOLVE GROUP Ltd

	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
X	Other (Specify)

a limited company

Name of Issuer

REZOLVE AI PLC

Jurisdiction of Incorporation/Organization

UNITED KINGDOM

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2023
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
REZOLVE AI PLC
Street Address 1		Street Address 2
21 SACKVILLE STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LONDON	UNITED KINGDOM	W1S 3DN	44-797-382-9433

3. Related Persons

Last Name	First Name	Middle Name
Wagner	Daniel
Street Address 1	Street Address 2
21 Sackville Street
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	W1S 3DN

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

CEO of the Issuer

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-07-25				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
A.G.P. / Alliance Global Partners	8361
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
88 Post Road West	2nd Floor
City	State/Province/Country	ZIP/Postal Code
Westport	CONNECTICUT	06880
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$50,000,000	USD	or Indefinite
Total Amount Sold	$50,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	X Estimate
Finders' Fees	$0	USD	X Estimate

Clarification of Response (if Necessary):

The Placement Agent will be paid a percentage as detailed in the offering documents.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD X Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
REZOLVE AI PLC	/s/ Dan Wagner	Dan Wagner	Chief Executive Officer and Director	2025-08-06

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much capital did Rezolve AI PLC (RZLV) raise in the Form D offering?

Rezolve AI PLC sold $50 million in equity, meeting its total offering target.

What exemption did Rezolve AI PLC claim for the private placement?

The company relied on Regulation D, Rule 506(b) to conduct the offering.

Were any sales commissions or finder’s fees paid?

The filing lists $0 in sales commissions and finder’s fees (currently an estimate).

How many investors bought into Rezolve AI PLC’s private round?

The notice reports 2 accredited investors in the offering.

Is any of the $50 million earmarked for executive compensation?

No. The company indicates $0 of proceeds will be paid to executives or promoters.

When did the private placement begin?

The first sale occurred on 25 July 2025.