RZLV Schedule 13D/A: DBLP sells 10.6M shares; ownership updated

Rhea-AI Filing Summary

Rezolve AI plc insiders filed Amendment No. 2 to a Schedule 13D to report an open-market sale by DBLP Sea Cow Limited of 10,600,000 Ordinary Shares at $5.40 per share on 10/09/2025. After the transaction the Reporting Persons disclose aggregate holdings of 47,222,126 shares, representing 14.66% of the 322,174,536 Ordinary Shares outstanding used for the calculation. The filing clarifies ownership split among Daniel Wagner, the Estate of John Wagner and DBLP, notes certain shares (3,592,193) held by DBLP are subject to a call option exercisable by an unrelated party and confirms no legal proceedings affecting the Reporting Persons.

The Amendment states the Reporting Persons currently have no definitive plans to change control or governance but reserve the right to review or alter their position. The filing reiterates Daniel Wagner’s role as CEO and director and confirms that disclosures are based on the issuers Form F-3 share count as of September 30, 2025.

Positive

• Transparent disclosure of a material open-market sale of 10,600,000 shares at $5.40 per share
• Aggregate ownership figures and percentage calculations are tied to a clear outstanding share base of 322,174,536
• No disclosed legal proceedings involving the Reporting Persons in the last five years

Negative

• Significant insider liquidity event: sale of 10,600,000 shares could increase public float near term
• Ownership complexity remains due to 3,592,193 DBLP shares subject to a third-party call option, creating potential near-term uncertainty over voting/investment power

Insights

Corporate Governance Analyst

Insider sale reduces a single entitys stake but reporting structure keeps founders in joint control.

The sale of 10,600,000 shares by DBLP Sea Cow Limited at $5.40 per share lowered DBLPs direct economic interest while the combined Reporting Persons still show aggregate beneficial ownership of 14.66% for Daniel Wagner and 13.45% for the Estate of John Wagner based on 322,174,536 shares outstanding. The filing also discloses that 3,592,193 DBLP shares are subject to a call option exercisable by a third party, which is relevant to near-term voting/investment clarity.

Key dependencies include whether the call option is exercised and any subsequent open-market transactions; watch for further amendments or 13D/13G filings over the next several weeks for changes in reported percentages.

Equity Markets Analyst

Material open-market sale of 10.6M shares is a clearly disclosed liquidity event with immediate share-count effects.

The transaction represents a sale of 10,600,000 Ordinary Shares in a broker-assisted trade at $5.40 per share on 10/09/2025, generating proceeds to DBLP and reducing its direct holdings to the extent reflected in the updated cover pages. The aggregate beneficial ownership figures and percentages use the issuers disclosed outstanding share count of 322,174,536 as of September 30, 2025.

Monitor market trading activity and any additional Schedule 13D/A filings in the next 30-90 days for further sales or purchases that could affect free float and near-term share supply.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Rezolve AI plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G75398100

(CUSIP Number)

Penny Minna
650 S. Exeter Street #1100,
Baltimore, MD, 21202
410-580-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/09/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G75398100

1

Name of reporting person

Daniel Wagner

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,698,505.00
8	Shared Voting Power 42,523,621.00
9	Sole Dispositive Power 4,698,505.00
10	Shared Dispositive Power 42,523,621.00

11

Aggregate amount beneficially owned by each reporting person

47,222,126.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.66 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes (i) 4,698,505 shares held directly by Daniel Wagner and (ii) 42,523,621 shares held directly by DBLP Sea Cow Limited ("DBLP"). Excludes 3,592,193 shares directly held by DBLP that are subject to a call option currently exercisable by Brad Wickens, in which DBLP has no voting or investment power over such shares. Legal title to the shares of DBLP are held solely by Daniel Wagner and beneficially held by the Estate of John Wagner. Daniel Wagner serves as a director of DBLP and, therefore, may be deemed to share voting and investment power over the shares held by DBLP. (2) All percentage calculations herein are based on 322,174,536 Ordinary Shares outstanding as of September 30, 2025, as disclosed in the Issuer's Form F-3 filed September 30, 2025

SCHEDULE 13D

CUSIP No. G75398100

1

Name of reporting person

Estate of John Wagner

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 819,958.00
8	Shared Voting Power 42,523,621.00
9	Sole Dispositive Power 819,958.00
10	Shared Dispositive Power 42,523,621.00

11

Aggregate amount beneficially owned by each reporting person

43,343,579.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.45 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) The securities beneficially owned by the Estate of John Wagner were acquired as a result of the death of John Wagner. The securities were acquired by the Estate of John Wagner by operation of law upon John Wagner's death. Therefore, the source of funds is inapplicable. (2) Includes 819,958 Ordinary Shares, consiting of (a) 815,989 Ordinary Shares and (b) 3,969 Ordinary Shares underlying the private warrants held by the Estate of John Wagner and (ii) 42,523,621 shares directly held by DBLP. Excludes 3,592,193 shares directly held by DBLP that are subject to a call option currently exercisable by Brad Wickens, in which DBLP has no voting or investment power over such shares. Legal title to the shares of DBLP are held solely by Daniel Wagner and beneficially held by the Estate of John Wagner. Daniel Wagner serves as a director of DBLP and, therefore, may be deemed to share voting and investment power over the shares held by DBLP. (3) All percentage calculations herein are based on 322,174,536 Ordinary Shares outstanding as of September 30, 2025, as disclosed in the Issuer's Form F-3 filed September 30, 2025. (4) The Reporting Person is an estate to which the securities reported herein passed upon the death of John Wagner.

SCHEDULE 13D

CUSIP No. G75398100

1

Name of reporting person

DBLP Sea Cow Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 42,523,621.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 42,523,621.00

11

Aggregate amount beneficially owned by each reporting person

42,523,621.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.20 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Excludes 3,592,193 shares directly held by DBLP that are subject to a call option currently exercisable by Brad Wickens, in which DBLP has no voting or investment power over such shares. Legal title to the shares of DBLP are held solely by Daniel Wagner and beneficially held by the Estate of John Wagner. Daniel Wagner serves as a director of DBLP and, therefore, may be deemed to share voting and investment power over the shares held by DBLP. (2) All percentage calculations herein are based on 322,174,536 Ordinary Shares outstanding as of September 30, 2025, as disclosed in the Issuer's Form F-3 filed September 30, 2025

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares
(b)	Name of Issuer: Rezolve AI plc
(c)	Address of Issuer's Principal Executive Offices: 21 Sackville Street, London, UNITED KINGDOM , WIS 3DN.
Item 1 Comment: This Amendment No. 2 to Schedule 13D (the "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission ("SEC") on August 15, 2024 ( as amended, the "Original Schedule 13D" and, together with the Amendment, the "Schedule 13D"), relating to the ordinary shares, par value 0.0001 per share (the "Ordinary Shares"), of Rezolve AI plc, a public limited company registered under the laws of England and Wales with the registration number 14573691 (the "Issuer"), whose principal executive offices are located at 21 Sackville Street, London, WIS 3DN, United Kingdom. Except as specifically provided herein, this Amendment does not modify any of the information previously provided in the Original Schedule 13D. All disclosures in respect of items contained in the Original Schedule 13D where no new information is provided for such item in this Amendment is incorporated herein by reference. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Original Schedule 13D. This Amendment is being filed to report the sale of 10,600,000 Ordinary Shares by DPLP in an open market, broker assisted transaction for a price of $5.40 per share.
Item 2.	Identity and Background
(a)	This Amendment is being filed jointly by (i) Daniel Wagner; (ii) the Estate of John Wagner; and (iii) DBLP (each individually, a "Reporting Person", and collectively, the "Reporting Persons").
(b)	The business address of Daniel Wagner and DBLP is 21 Sackville Street, London, UNITED KINGDOM , WIS 3DN. The business address of the Estate of John Wagner is 53.316 Laddawan Village, Moo 1, Rangsit-Pathum Thani Road, Ban Klang Amphur Mueang, Patham Thani 12000, Thailand.
(c)	Daniel Wagner is the Chief Executive Officer and a director of the Issuer.
(d)	During the last five years, none of Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	United Kingdom
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby supplemented as follows: The responses to Items 1, 2, 4, 5 and 6 of this Amendment are incorporated into this Item 3 by reference in their entirety. On October 9, 2025, DBLP sold 10,600,000 Ordinary Shares in an open market, broker assisted transaction for a price of $5.40 per share.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby supplemented as follows: The responses set forth in Items 1, 2, 3, 5 and 6 hereof are incorporated by reference in their entirety. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
Item 5.	Interest in Securities of the Issuer
(a)	The information relating to the beneficial ownership of Ordinary Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto (including the footnotes thereto) is incorporated by reference.
(b)	The information relating to the beneficial ownership of Ordinary Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto (including the footnotes thereto) is incorporated by reference.
(c)	The Reporting Persons have not effected any transactions in the Ordinary Shares during the past 60 days except as disclosed in this Amendment 2, which information is incorporated by reference in this Item 5(c).
(d)	The information in Items 1 and 2 is incorporated by reference into this Item 5(d).
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement, dated as of October 2, 2024, by and among the Reporting Persons (Filed herewith).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Daniel Wagner

Signature:	/s/ Daniel Wagner
Name/Title:	Daniel Wagner
Date:	10/10/2025

Estate of John Wagner

Signature:	/s/ Daniel Wagner
Name/Title:	Daniel Wagner, Executor
Date:	10/10/2025

DBLP Sea Cow Limited

Signature:	/s/ Daniel Wagner
Name/Title:	Daniel Wagner, Director
Date:	10/10/2025

FAQ

What did Rezolve AI (RZLV) insiders disclose in the Schedule 13D/A?

They reported an open-market sale by DBLP Sea Cow Limited of 10,600,000 Ordinary Shares at $5.40 per share on 10/09/2025 and updated aggregate beneficial ownership figures.

How many shares do the Reporting Persons beneficially own after the sale?

The Reporting Persons report aggregate beneficial ownership of 47,222,126 shares, equal to 14.66% of the outstanding Ordinary Shares used in the filing.

What outstanding share count was used to calculate percentages?

Percentages are based on 322,174,536 Ordinary Shares outstanding as disclosed in the issuers Form F-3 as of September 30, 2025.

Are any of the reported shares subject to options or third-party rights?

Yes. The filing excludes 3,592,193 shares directly held by DBLP that are subject to a call option exercisable by Brad Wickens, over which DBLP currently states it has no voting or investment power.

Does the filing indicate a change in control or planned governance actions?

No. The Reporting Persons state they have no present plans to effect changes described in Item 4 but reserve the right to review or change their position in the future.