Rezolve AI Updates on $250M Equity Deal

TL;DR

Rezolve AI confirms its $250M equity deal with YA II PN is still active after amendment.

AI Summary

Rezolve AI Limited (formerly Rezolve Group Ltd) filed a Form 6-K on December 31, 2024, reporting on its activities for December 2024. The filing references a previously disclosed standby equity purchase agreement with YA II PN, LTD, originally entered into on February 23, 2023, and amended and restated on February 2, 2024. This agreement allows for up to $250 million in equity purchases.

Why It Matters

This filing provides an update on Rezolve AI's financing arrangements, specifically its standby equity purchase agreement, which could impact its future capital raising and operational capacity.

Risk Assessment

Risk Level: medium — The reliance on a large standby equity purchase agreement can indicate potential cash flow challenges or a need for significant capital to fund operations or growth.

Key Numbers

• $250 million — Standby Equity Purchase Agreement (Maximum amount available for equity purchases from YA II PN, LTD.)

Key Players & Entities

• Rezolve AI Ltd (company) — Filer
• Rezolve Group Ltd (company) — Former company name
• YA II PN, LTD (company) — Counterparty to equity purchase agreement
• $250 million (dollar_amount) — Standby equity purchase agreement amount
• February 23, 2023 (date) — Original date of equity purchase agreement
• February 2, 2024 (date) — Date of amendment and restatement of equity purchase agreement

FAQ

Key Financial Figures

• $250 million — 3, 2023, Rezolve Limited entered into a $250 million standby equity purchase agreement with
• $2,500,000 — missory note in the principal amount of $2,500,000 (the “ First YA Note ”) t
• $7,500,000 — Million Five Hundred Thousand Dollars ($7,500,000), payable in three equal tranches, of w
• $5,000,000 — ber 9, 2024, in the principal amount of $5,000,000 (the Second YA Note ), and the third tr

Filing Documents

• yorkville_conversion_6-k.htm (6-K) — 30KB
• rzlv-ex99_1.htm (EX-99.1) — 14KB
• 0000950170-24-141659.txt ( ) — 45KB

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 December 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  INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K As previously disclosed, on February 23, 2023, Rezolve Limited entered into a $250 million standby equity purchase agreement with YA II PN, LTD (“ YA ”), a Cayman Islands exempt limited company, which was amended and restated on February 2, 2024 to provide for, inter alia, Rezolve AI Limited (the “ Company or Rezolve ”) joining as a party to the agreement (“ Original YA Agreement ”). In connection with the amendment and restatement of the YA Agreement, on February 2, 2024, the Company issued a convertible promissory note in the principal amount of $2,500,000 (the “ First YA Note ”) to YA. Also as previously disclosed, on September 6, 2024, the Company and YA, amended and restated the Original YA Agreement (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 the principal amount of $5,000,000 (the Second YA Note ), and the third tranche was funded as part of a promissory note, dated November 29, 2024, in the principal amount of $2,500,000 (the Third YA Note , and together with the First YA Note and Second YA Note, the YA Notes ). As of the date hereof, Yorkville has elected to convert all of the principal and interest outstanding under the YA Notes for an aggregate of 5,724,154 ordinary shares of the Company and no amount remains outstanding under the YA Notes. On December 30, 2024, the Company issued a press release announcing the conversion of the YA Notes. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference. Exhibit No. Description 99.1 Press Release, dated December 30, 2024. 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 31, 2024 By: /s/ Daniel Wagner Name: Daniel Wagner Title: Chief Executive Officer and Chairman

View Full Filing

View this 6-K filing on SEC EDGAR