Rezolve AI Files 20-F Annual Report
Ticker: RZLVW · Form: 20-F · Filed: Aug 21, 2024 · CIK: 1920294
Sentiment: neutral
Topics: annual-report, 20-F, foreign-issuer
TL;DR
Rezolve AI filed its 20-F, check it for the latest on their UK operations.
AI Summary
Rezolve AI Limited filed its 20-F annual report on August 21, 2024, for the fiscal year ending August 15, 2024. The company, incorporated in the United Kingdom, is listed under SIC code 7370 for computer programming and data processing services. Its principal executive offices are located at 80 New Bond Street, London.
Why It Matters
This filing provides investors and the public with essential financial and operational information about Rezolve AI Limited's performance and status for the reporting period.
Risk Assessment
Risk Level: medium — As a 20-F filing, it's an annual report for foreign issuers, and without more specific financial details, assessing the risk level is challenging.
Key Numbers
- 20240815 — Fiscal Year End (The report covers the fiscal year ending on this date.)
- 20240821 — Filing Date (The date the 20-F was officially filed with the SEC.)
Key Players & Entities
- Rezolve AI Limited (company) — Registrant
- 0001193125-24-204510 (dollar_amount) — Accession Number
- August 15, 2024 (date) — Conformed Period of Report
- August 21, 2024 (date) — Filed as of Date
- 001-42254 (dollar_amount) — SEC File Number
- 001-41856 (dollar_amount) — Commission File Number for Shell Company Report
- United Kingdom (company) — Jurisdiction of incorporation
- 80 New Bond Street, 3rd Floor, London, W1S 1SB (company) — Business Address
FAQ
What is the primary business of Rezolve AI Limited?
Rezolve AI Limited is classified under SIC code 7370, indicating its business is in Services-Computer Programming, Data Processing, etc.
Where is Rezolve AI Limited headquartered?
The company's principal executive offices are located at 80 New Bond Street, 3rd Floor, London, W1S 1SB, United Kingdom.
What type of SEC filing is this document?
This document is a Form 20-F, which is an annual report required for foreign private issuers.
When was the fiscal year covered by this 20-F report?
The conformed period of report is for the fiscal year ended August 15, 2024.
What is the SEC file number for Rezolve AI Limited?
The SEC file number for Rezolve AI Limited is 001-42254.
Filing Stats: 4,573 words · 18 min read · ~15 pages · Grade level 12.7 · Accepted 2024-08-21 17:17:00
Key Financial Figures
- $0.0001 — registered Ordinary Shares, par value $0.0001 per share RZLV The Nasdaq Stock Mar
- $11.50 — ary Share, each at an exercise price of $11.50 per share RZLVW The Nasdaq Stock Ma
- $500 million — when it was sold to Thomson Reuters for $500 million. He then developed Venda in 1998, a pro
Filing Documents
- d885107d20f.htm (20-F) — 506KB
- d885107dex11.htm (EX-1.1) — 584KB
- d885107dex21.htm (EX-2.1) — 1KB
- d885107dex22.htm (EX-2.2) — 20KB
- d885107dex43.htm (EX-4.3) — 82KB
- d885107dex44.htm (EX-4.4) — 89KB
- d885107dex46.htm (EX-4.6) — 313KB
- d885107dex47.htm (EX-4.7) — 41KB
- d885107dex81.htm (EX-8.1) — 3KB
- d885107dex111.htm (EX-11.1) — 76KB
- d885107dex112.htm (EX-11.2) — 44KB
- d885107dex151.htm (EX-15.1) — 152KB
- d885107dex152.htm (EX-15.2) — 2KB
- d885107dex153.htm (EX-15.3) — 2KB
- d885107dex154.htm (EX-15.4) — 3KB
- g885107g02a01.jpg (GRAPHIC) — 361KB
- g885107g02a02.jpg (GRAPHIC) — 132KB
- g885107snap1.jpg (GRAPHIC) — 3KB
- 0001193125-24-204510.txt ( ) — 2600KB
Identity of Directors, Senior Management and Advisers
Item 1. Identity of Directors, Senior Management and Advisers 3
Offer Statistics and Expected Timetable
Item 2. Offer Statistics and Expected Timetable 6
Key Information
Item 3. Key Information 6
Information on the Company
Item 4. Information on the Company 7
Unresolved Staff Comments
Item 4A. Unresolved Staff Comments 7
Operating and Financial Review and Prospects
Item 5. Operating and Financial Review and Prospects 7
Directors, Senior Management and Employees
Item 6. Directors, Senior Management and Employees 8
Major Shareholders and Related Party Transactions
Item 7. Major Shareholders and Related Party Transactions 9
Financial Information
Item 8. Financial Information 11
The Offer and Listing
Item 9. The Offer and Listing 11
Additional Information
Item 10. Additional Information 12
Quantitative and Qualitative Disclosures about Market
Item 11. Quantitative and Qualitative Disclosures about Market Risks 14
Description of Securities Other than Equity
Item 12. Description of Securities Other than Equity Securities 14 PART II 14
Defaults, Dividend Arrearages and Delinquencies
Item 13. Defaults, Dividend Arrearages and Delinquencies 14
Material Modifications to the Rights of Security Holders and Use of
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 14
Controls and Procedures
Item 15. Controls and Procedures 14
[Reserved]
Item 16. [Reserved] 14 PART III 15
Financial Statements
Item 17. Financial Statements 15
Financial Statements
Item 18. Financial Statements 15
Exhibits
Item 19. Exhibits 47 Table of Contents EXPLANATORY NOTE On August 15, 2024 (the Closing Date), Armada Acquisition Corp. I, a Delaware corporation (Armada), Rezolve Limited, a private limited company organized under the laws of England and Wales (Rezolve Limited), Rezolve AI Limited, a private limited liability company registered under the laws of England and Wales with registration number 14573691 (the Company) and Rezolve Merger Sub, Inc., a Delaware corporation (Rezolve Merger Sub), consummated the business combination pursuant to the terms of the Business Combination Agreement, dated as of December 17, 2021 (as amended or supplemented from time to time, the Business Combination Agreement), pursuant to which, among other things, (i) on July 4, 2024, Rezolve Limited effected a pre-Closing demerger (the Pre-Closing Demerger) pursuant to UK legislation under which (x) part of Rezolve Limiteds business and assets (being all of its business and assets except for certain shares in Rezolve Information Technology (Shanghai) Co Ltd and its wholly owned subsidiary Nine Stone (Shanghai) Ltd and Rezolve Information Technology (Shanghai) Co Ltd Beijing Branch) were transferred to the Company in exchange for the issue by the Company of shares of the same classes as in Rezolve Limited for distribution among the original shareholders of Rezolve Limited in proportion to their holdings of shares of each class in Rezolve Limited as at immediately prior to the Pre-Closing Demerger, (y) the Company assumed the secured convertible notes issued by Rezolve Limited and (z) Rezolve Limited was wound up, (ii) on the Closing Date, the Company effected a company reorganization whereby the Companys series A shares were reclassified as Ordinary Shares (as defined below) and (iii ) on the Closing Date, Armada merged with and into Rezolve Merger Sub, with Armada surviving as a wholly owned subsidiary of the Company, with shareholders of Armada receiving Ordinary Shares (defined below) in
Risk Factors
Risk Factors The risks associated with the Companys business and operations and the Business Combination are described in the Proxy Statement in the section titled Risk Factors beginning on page 48 of the Proxy Statement/Prospectus, and are incorporated herein by reference. ITEM4. INFORMATION ON THE COMPANY A. History and Development of the Company The legal name of the Company is Rezolve AI Limited. The Company was incorporated in England and Wales as a privatw limited company on January 5, 2023. The Companys registered office is 3rd Floor, 80 New Bond Street, London, W1S 1SB, United Kingdom. As part of the terms of the Business Combination Agreement and any offer of shares related thereto or to the Proxy Statement/Prospectus, the Company undertakes to re-register as a public limited company on or before January 9, 2025. See Explanatory Note in this Report for additional information regarding the Company and the Business Combination. Additional information about the Company is included in the Proxy Statement/Prospectus under the section titled Business of Rezolve and is incorporated herein by reference. The material terms of the Business Combination are described in the Proxy Statement/Prospectus under the section titled The Business Combination ProposalThe Business Combination Agreement , which is incorporated herein by reference. The SEC also maintains a website at http://www.sec.gov that contains reports, proxy statements and information statements, and other information that the Company files with or furnishes electronically to the SEC. These reports and other information are also available on the Companys website at https://www.rezolve.com/. The information contained on the Companys website does not form a part of, and is not incorporated by reference into, this Report. B. Business Overview Information regarding the business of the Company is included in the Proxy Statement/Prospectus under the sections titled Business of Rezolve and Rezolves