Rezolve AI (RZLVW) lines up $200 million private share sale

Rhea-AI Filing Summary

Rezolve AI plc has agreed to sell 37,000,000 ordinary shares to qualified institutional investors in a private placement at $5.40 per share. This pricing implies aggregate gross proceeds of about $200 million, before placement agent fees and other offering costs. The closing is expected on or about September 25, 2025, subject to customary closing conditions.

The company plans to use the new capital to accelerate investment in its sales organization, pursue potential accretive M&A opportunities, and support working capital and general corporate purposes. A.G.P./Alliance Global Partners is acting as lead agent and H.C. Wainwright & Co. as co-lead agent for the transaction, which is being conducted under U.S. private placement exemptions and is not registered under the Securities Act.

Insights

Equity Capital Markets Analyst

Rezolve AI lines up a sizeable private equity raise to fund growth plans.

Rezolve AI has entered into securities purchase agreements to issue 37,000,000 ordinary shares at $5.40 per share in a private placement, targeting gross proceeds of about $200 million. The buyers are described as qualified institutional investors, and the transaction is expected to close on or about September 25, 2025, subject to customary conditions.

The company states that it expects to allocate the capital toward accelerated investment in its sales organization, potential accretive M&A, working capital, and general corporate purposes. These stated uses indicate both organic and inorganic growth priorities, alongside balance sheet support. The role of A.G.P./Alliance Global Partners as lead agent and H.C. Wainwright & Co. as co-lead agent underscores a structured institutional placement process.

The shares are being sold in reliance on Section 4(a)(2) of the Securities Act and/or Regulation D, meaning they are not registered and are subject to resale limitations unless an effective registration statement or another exemption becomes available. Actual effects on existing shareholders will depend on the relative size of this issuance versus current share capital and on how effectively the company deploys the proceeds, which is not quantified in the excerpt.

Form 6-K: How Foreign Companies Report to the SEC →

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 September 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 September 24, 2025, Rezolve AI plc (the "Company") entered into securities purchase agreements with certain qualified institutional investors, for the purchase and sale of 37,000,000 ordinary shares in a private placement at a price of $5.40 per share for aggregate gross proceeds of approximately $200 million, before deducting placement agent fees and other offering expenses.

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

The Company expects to use the proceeds from the offering for accelerated investment into their sales organization, potential accretive M&A opportunities, working capital, 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: September 24, 2025

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

FAQ

What equity financing did Rezolve AI plc (RZLVW) announce in this 6-K?

Rezolve AI plc entered into securities purchase agreements with qualified institutional investors for a private placement of 37,000,000 ordinary shares at $5.40 per share, targeting aggregate gross proceeds of approximately $200 million before fees and expenses.

How will Rezolve AI plc (RZLVW) use the approximately $200 million in gross proceeds?

Rezolve AI plc expects to use the proceeds from the private placement for accelerated investment in its sales organization, potential accretive M&A opportunities, as well as working capital and general corporate purposes.

When is the private placement by Rezolve AI plc (RZLVW) expected to close?

The closing of the private placement is expected to occur on or about September 25, 2025, subject to the satisfaction of customary closing conditions.

Who are the agents for Rezolve AI plc’s (RZLVW) private placement?

For this private placement, A.G.P./Alliance Global Partners is acting as the lead agent and H.C. Wainwright & Co. is acting as the co-lead agent.

Is Rezolve AI plc’s (RZLVW) new share offering registered under the U.S. Securities Act?

No. The offer and sale of the shares are being made in a private placement relying on exemptions under Section 4(a)(2) of the Securities Act and/or Regulation D, so the securities may not be offered or sold in the United States without an effective registration statement or another applicable exemption.

Does this 6-K from Rezolve AI plc (RZLVW) constitute an offer to sell the securities?

No. The company states that this report does not constitute an offer to sell or a solicitation of an offer to buy the securities, nor will there be any sale where it would be unlawful before proper registration or qualification under applicable securities laws.