Rezolve AI Amends Equity Purchase Agreement with YA
Ticker: RZLVW · Form: 6-K · Filed: Sep 13, 2024 · CIK: 1920294
Sentiment: neutral
Topics: financing, agreement-amendment
TL;DR
Rezolve AI restated its equity purchase deal with YA II PN, LTD on Sept 6, 2024.
AI Summary
On September 6, 2024, Rezolve AI Limited (the "Company") and YA II PN, LTD ("YA") amended and restated their standby equity purchase agreement, originally dated February 23, 2023. This action involves a promissory note and is part of the company's ongoing financial arrangements.
Why It Matters
This amendment to the equity purchase agreement with YA II PN, LTD could impact Rezolve AI's future financing and stock structure.
Risk Assessment
Risk Level: medium — Amendments to equity purchase agreements can signal potential dilution or changes in financing strategy, requiring investor attention.
Key Players & Entities
- Rezolve AI Limited (company) — The company filing the report.
- YA II PN, LTD (company) — The counterparty to the standby equity purchase agreement.
- September 6, 2024 (date) — Date of the amendment and restatement.
- February 23, 2023 (date) — Original date of the standby equity purchase agreement.
FAQ
What is the primary purpose of the amended and restated standby equity purchase agreement?
The filing indicates that on September 6, 2024, Rezolve AI Limited and YA II PN, LTD amended and restated their existing standby equity purchase agreement and a related promissory note.
Who are the parties involved in this agreement amendment?
The parties involved are Rezolve AI Limited (referred to as the "Company" or "Rezolve") and YA II PN, LTD (referred to as "YA").
When was the original standby equity purchase agreement entered into?
The original standby equity purchase agreement was dated February 23, 2023.
What is the significance of amending and restating the agreement?
Amending and restating an agreement typically means the parties are modifying its terms and creating a new, superseding document, which can affect the rights and obligations of both parties.
Does this filing provide details on the specific changes to the agreement?
This excerpt of the 6-K filing states that the agreement was amended and restated but does not provide specific details on the nature of the changes within this provided text.
Filing Stats: 628 words · 3 min read · ~2 pages · Grade level 14 · Accepted 2024-09-13 17:16:19
Key Financial Figures
- $7,500,000 — Million Five Hundred Thousand Dollars ($7,500,000), payable in three tranches, with the f
- $2,500,000 — Million Five Hundred Thousand Dollars ($2,500,000) that was funded as part of the Note (a
- $5,000,000 — missory note in the principal amount of $5,000,000 (the “ Note ”), reflectin
Filing Documents
- rezolve_6k_0912-2024.htm (6-K) — 28KB
- rzlv-ex99_1.htm (EX-99.1) — 420KB
- rzlv-ex99_2.htm (EX-99.2) — 202KB
- 0000950170-24-106474.txt ( ) — 651KB
From the Filing
6-K 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 2024 Commission File Number 001-42254 Rezolve AI Limited (Translation of registrant’s name into English) 3rd Floor, 80 New Bond Street London, W1S 1SB 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  Yorkville Second Amended and Restated Standby Equity Purchase Agreement and Promissory Note On September 6, 2024, Rezolve AI Limited (the “ Company or Rezolve ”) and YA II PN, LTD, a Cayman Islands exempt limited company (“ YA ”), amended and restated that certain standby equity purchase agreement, dated February 23, 2023 and amended and restated on February 2, 2024 (the “ Second A&R YA Agreement ”) to incorporate an additional prepaid advance arrangement pursuant to which YA committed to provide Rezolve with prepaid advances in an aggregate original principal amount of an additional Seven Million Five Hundred Thousand Dollars ($7,500,000), payable in three tranches, with the first tranche in an original principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000) that was funded as part of the Note (as defined below), the second tranche in an original principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000) that was funded as part of the Note and the third tranche in an original principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000) to be funded upon effectiveness of the F-1 Registration Statement filed with U.S. Securities and Exchange Commission on September 6, 2024. The Second A&R YA Agreement superseded the original agreement. The foregoing description of the Second A&R YA Agreement does not purport to be complete and is qualified in its entirety by the full text of the Second A&R YA Agreement, which is incorporated by reference herein and attached herewith as Exhibit 99.1 In connection with the Second A&R YA Agreement, on September 9, 2024, Rezolve issued YA a promissory note in the principal amount of $5,000,000 (the “ Note ”), reflecting the first and second tranche of the prepaid advances. Upon the funding of the third tranche of the prepaid advance, the Company will issue YA a promissory note in the principal amount of $2,500,000 with the same terms as the Note. The Note bears interest at an annual rate of 10% of the outstanding principal balance of the Note and matures on September 11, 2025. Under the Note, YA may elect to convert all or part of the amount outstanding under the Note into ordinary shares of Rezolve at the Conversion Price (as defined in the Note), subject to certain limitations. Rezolve has the right to redeem early a portion or all amounts outstanding under the Note upon 10 days written notice upon the occurrence of certain events. The foregoing description of the Note does not purport to be complete and is qualified in its entirety by the full text of the Note, which is incorporated by reference herein and attached herewith as Exhibit 99.2 Exhibit No. Description 99.1 Second Amended and Restated Standby Equity Purchase Agreement, dated as of September 6, 2024, by and between YA II PN, Ltd. and Rezolve AI Limited. 99.2 Promissory Note, dated as of September 9, 2024, by and among YA II PN, Ltd. and Rezolve AI Limited. 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 13, 2024 By: /s/ Daniel Wagner Name: Daniel Wagner Title: Chief Executive Officer and Chairman