Rezolve AI plc Acquires CrownPeak Intermediate Hold

TL;DR

Rezolve AI plc just bought CrownPeak Intermediate Hold, expanding their reach.

AI Summary

On December 1, 2025, Rezolve AI plc announced the acquisition of CrownPeak Intermediate Hold. The company, formerly known as Rezolve AI Ltd and Rezolve Group Ltd, is incorporated in the UK and its principal executive offices are located at 21 Sackville Street, London.

Why It Matters

This acquisition signifies a strategic move by Rezolve AI plc to expand its operations and market presence through the integration of CrownPeak Intermediate Hold.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks, potential overpayment, and market reception uncertainties.

Key Players & Entities

• Rezolve AI plc (company) — Acquiring company
• CrownPeak Intermediate Hold (company) — Acquired company
• 21 Sackville Street, London (location) — Principal executive offices
• Rezolve AI Ltd (company) — Former company name
• Rezolve Group Ltd (company) — Former company name

FAQ

Key Financial Figures

• $90.0 m — price for the CrownPeak Acquisition was $90.0 million, subject to certain adjustments a
• $50,000,000, m — note in the initial principal amount of $50,000,000, made up of a $20,000,000 tranche (the &#x
• $20,000,000 — pal amount of $50,000,000, made up of a $20,000,000 tranche (the “ First Loan Note &
• $30,000,000 — #x201c; First Loan Note ”) and a $30,000,000 tranche (the “ Second Loan Note
• $33.7 million — tion Shares ”), or approximately $33.7 million in Ordinary Shares based on the 5-day V
• $151.9 million — 201d; the Company assumed approximately $151.9 million of the aggregate principal amount of ou
• $1.8 million — s and revolving loans and approximately $1.8 million of accrued and unpaid exit and amendmen
• $50.0 million — paid exit and amendment fees, of which, $50.0 million was paid by the Company at the closing.
• $42,438,144.32 — ion with the CrownPeak Acquisition, (i) $42,438,144.32 of the outstanding term loans and $7,50
• $7,500,000.00 — 44.32 of the outstanding term loans and $7,500,000.00 of revolving loans were repaid in full
• $10,000,000 — maintain minimum liquidity of at least $10,000,000 at all times. The A&R Credit Agreement

Filing Documents

• atmcrown_6-k.htm (6-K) — 74KB
• rzlv-ex10_1.htm (EX-10.1) — 1270KB
• rzlv-ex10_2.htm (EX-10.2) — 187KB
• rzlv-ex10_3.htm (EX-10.3) — 157KB
• rzlv-ex10_4.htm (EX-10.4) — 1746KB
• rzlv-ex10_5.htm (EX-10.5) — 296KB
• rzlv-ex99_1.htm (EX-99.1) — 27KB
• img33261586_0.jpg (GRAPHIC) — 21KB
• 0001193125-25-303269.txt ( ) — 3787KB

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 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 CrownPeak Acquisition On December 1, 2025, Rezolve AI plc (the “ Company ”) announced the acquisition (the “ CrownPeak Acquisition ”) of the issued share capital of CrownPeak Intermediate Holdings, Inc., a Delaware corporation (“ CrownPeak ”), pursuant to a sale and purchase agreement (the “ Purchase Agreement ”) with CrownPeak Technology Holdings, Inc, a Delaware corporation (the “ Seller ”) is closing subject to completion of customary closing conditions (which is expected to occur on or about the next 24 to 48 hours). The Purchase Agreement contains customary representations, warranties, covenants and deliverables for closing. The initial purchase price for the CrownPeak Acquisition was $90.0 million, subject to certain adjustments as described in the Purchase Agreement. The consideration under the Purchase Agreement is composed of the following to be issued by the Company to the Seller: (i) a promissory note in the initial principal amount of $50,000,000, made up of a $20,000,000 tranche (the “ First Loan Note ”) and a $30,000,000 tranche (the “ Second Loan Note ” and together with the First Loan Note, the “ Loan Notes ”); and (ii) 11,127,780 ordinary shares, nominal value 0.0001 per share (“ Ordinary Shares ”), of the Company (such shares issued as consideration, the “ Consideration Shares ”), or approximately $33.7 million in Ordinary Shares based on the 5-day VWAP for the Ordinary Shares. The Loan Notes will accrue interest at a rate of 10% per annum and are payable in kind or in cash. The First Loan Note matures on April 1, 2027 and the Second Loan Note matures on December 31, 2027. Additionally, as described in more detail below in this Form 6-K under the caption “—Agreements with Monroe Capital Advisors, LLC,” the Company assumed approximately $151.9 million of the aggregate principal amount of outstanding term loans and revolving loans and approximately $1.8 million of accrued and unpaid exit and amendment fees, of which, $50.0 million was paid by the Company at the closing. The Consideration Shares to be issued to the Seller under the Purchase Agreement have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and will be issued in reliance on the exemption from the registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Registration Rights Agreement Concurrently with the Purchase Agreement, on December 1, 2025, the Company and the Seller entered into a Registration Rights Agreement (the “ Registration Rights Agreement ”) pursuant to which the Company agreed to file a registration statement (the “ Initial Registration Statement ”) providing for the resale of the Consideration Shares within 30 days of the closing, to have such registration statement declared effective within 45 days of the filing date (or 75 days, if the U.S. Securities and Exchange Commission (the “ SEC ”) conducts a review), and to maintain the effectiveness of such registration statement. The description of each of the Purchase Agreement, the Loan Notes and the Registration Rights Agreement and the transactions contemplated thereby are not complete and are subject to, and qualified in their entirety by reference to, the actual agreement, a copy of which is furnished as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Report on Form 6-K and is incorporated by reference herein. The Purchase Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or CrownPeak. In particular, the assertions embodied in the representations and warranties in the Purchase Agreement were made as of the date of the Purchase Agreement or other specified date, were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Purchase Agreement, may be subject to a contractual standard of materiality different from what mig

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