Rezolve AI Updates YA Equity Agreement in November 6-K
Ticker: RZLVW · Form: 6-K · Filed: Dec 5, 2024 · CIK: 1920294
Sentiment: neutral
Topics: financing, equity-agreement, filing-update
TL;DR
Rezolve AI filed a 6-K updating its equity purchase agreement with YA II PN, LTD.
AI Summary
On November 30, 2024, Rezolve AI Limited (the "Company") filed a Form 6-K for the month of November 2024. This filing relates to the Company's ongoing relationship with YA II PN, LTD ("YA"), concerning a standby equity purchase agreement originally dated February 23, 2023, and amended and restated on February 2, 2024. The filing also mentions a "third tranche" related to this agreement.
Why It Matters
This filing provides an update on Rezolve AI's financial arrangements with YA II PN, LTD, which could impact the company's capital structure and future equity issuance.
Risk Assessment
Risk Level: medium — The filing concerns ongoing financial agreements and potential equity issuance, which can introduce financial risk and dilution.
Key Players & Entities
- Rezolve AI Limited (company) — Registrant
- YA II PN, LTD (company) — Counterparty to equity purchase agreement
- February 23, 2023 (date) — Original date of standby equity purchase agreement
- February 2, 2024 (date) — Date of amended and restated standby equity purchase agreement
- November 2024 (date) — Reporting period for the 6-K
FAQ
What is the purpose of the Form 6-K filed by Rezolve AI Limited?
The Form 6-K is a report of foreign private issuer filed for the month of November 2024, providing updates on the company's activities.
Who is YA II PN, LTD in relation to Rezolve AI Limited?
YA II PN, LTD is a Cayman Islands exempt limited company that is a party to a standby equity purchase agreement with Rezolve AI Limited.
When was the standby equity purchase agreement between Rezolve AI and YA II PN, LTD originally entered into?
The standby equity purchase agreement was originally dated February 23, 2023.
Has the standby equity purchase agreement been amended or restated?
Yes, the agreement was amended and restated on February 2, 2024.
What does the filing indicate about the "third tranche"?
The filing mentions a "third tranche" in relation to the standby equity purchase agreement, suggesting further stages or components of the agreement.
Filing Stats: 466 words · 2 min read · ~2 pages · Grade level 14.4 · Accepted 2024-12-05 16:53:26
Key Financial Figures
- $7,500,000 — Million Five Hundred Thousand Dollars ($7,500,000), payable in three equal tranches, of w
- $2,500,000 — missory note in the principal amount of $2,500,000 (the “ Note ”), reflectin
Filing Documents
- third_tranche_6-k.htm (6-K) — 23KB
- rzlv-ex99_1.htm (EX-99.1) — 195KB
- 0000950170-24-133740.txt ( ) — 219KB
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 November 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 Promissory Note As previously disclosed, 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 equal tranches, of which the first two tranches were funded as part of a promissory note, dated September 9, 2024. In connection with the Second A&R YA Agreement and upon effectiveness of the F-1 Registration Statement originally filed with U.S. Securities and Exchange Commission on September 6, 2024, and declared effective on November 27, 2024, on November 29, 2024, Rezolve issued YA a promissory note in the principal amount of $2,500,000 (the “ Note ”), reflecting the third tranche of the prepaid advances. 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 99.1 Exhibit No. Description 99.1 Promissory Note, dated as of November 29, 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: December 5, 2024 By: /s/ Daniel Wagner Name: Daniel Wagner Title: Chief Executive Officer and Chairman