Rezolve AI (RZLVW) gets $15M as VWAP exceeds $6 warrant trigger

Rhea-AI Filing Summary

Rezolve AI plc reports that holders of all 5,000,000 warrants issued in a registered offering in December 2024 have exercised their warrants. Each warrant was exercised at $3.00 for one ordinary share, resulting in 5,000,000 new ordinary shares and generating aggregate gross proceeds of $15 million for the company. The early expiration date of these warrants was triggered after the company’s share VWAP stayed at or above $6.00 for five consecutive trading days in September.

Insights

Equity capital markets analyst

Rezolve AI receives $15M cash as 5M warrants are exercised early.

Rezolve AI plc reports full exercise of 5,000,000 previously issued warrants, each at $3.00, resulting in gross cash proceeds of $15 million. In exchange, the company issued 5,000,000 ordinary shares, increasing its share count relative to prior levels disclosed elsewhere.

The early expiration of the warrants was triggered when the company’s share VWAP was at or above $6.00 for five consecutive trading days in September 2025, as specified in the warrant terms. This links the timing of dilution directly to the share price meeting a defined threshold.

The transaction brings in new primary capital but also adds 5,000,000 ordinary shares, so the overall effect depends on how the cash is deployed versus the impact of additional shares on existing holders. Future periodic reports may provide more context on how the $15 million affects the company’s balance sheet and operations.

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  ☐

EXPLANATORY NOTE

On September 18, 2025, the holders of all 5,000,000 warrants issued in a registered offering in December 2024 (the "Offering Warrants") elected to exercise their Offering Warrants, at an exercise price of $3.00 per Offering Warrant, for 5,000,000 ordinary shares of Rezolve AI plc (the "Company"), generating aggregate gross proceeds to the Company of $15 million. As previously announced on September 18, 2025, the early expiration date of the Offering Warrants was triggered in accordance with the terms of the Offering Warrants following the Company's share VWAP being at or above $6.00 for five consecutive trading days in September.

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 23, 2025

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

FAQ

What did Rezolve AI plc (RZLVW) report in this Form 6-K?

Rezolve AI plc reported that all 5,000,000 warrants issued in a December 2024 registered offering were exercised for 5,000,000 ordinary shares, providing $15 million in gross proceeds.

How much cash did Rezolve AI plc receive from the warrant exercises?

The company received aggregate gross proceeds of $15 million, as each of the 5,000,000 warrants was exercised at an exercise price of $3.00 per warrant.

How many new shares did Rezolve AI plc issue upon warrant exercise?

Rezolve AI plc issued 5,000,000 ordinary shares in connection with the exercise of 5,000,000 Offering Warrants.

What triggered the early expiration of Rezolve AI’s Offering Warrants?

The early expiration date was triggered when the company’s share VWAP was at or above $6.00 for five consecutive trading days in September, as provided in the warrant terms.

When were these Offering Warrants originally issued by Rezolve AI plc?

The 5,000,000 Offering Warrants were originally issued in a registered offering in December 2024.

Who signed the Rezolve AI plc Form 6-K related to the warrant exercises?

The report was signed by Daniel Wagner, who is identified as Chief Executive Officer and Chairman of Rezolve AI plc.