Rezolve AI plc Enters Settlement Agreement and Issues Promissory Note

TL;DR

REZO: Settlement agreement + promissory note signed Dec 19, 2025. Details TBD.

AI Summary

On December 19, 2025, Rezolve AI plc entered into a Settlement Agreement and issued a Promissory Note. The company, formerly known as Rezolve AI Ltd and Rezolve Group Ltd, is registered in England and Wales with its principal executive offices in London.

Why It Matters

This filing indicates a significant legal or financial event for Rezolve AI plc, potentially impacting its financial standing and operational agreements.

Risk Assessment

Risk Level: medium — Settlement agreements and promissory notes can indicate underlying financial distress or ongoing disputes, requiring further investigation.

Key Players & Entities

• Rezolve AI plc (company) — Registrant
• December 19, 2025 (date) — Date of Settlement Agreement and Promissory Note
• Rezolve AI Ltd (company) — Former company name
• Rezolve Group Ltd (company) — Former company name
• England and Wales (jurisdiction) — Company registration location
• London (location) — Principal executive offices

FAQ

Key Financial Figures

• $1,900,040 — will pay to YA (i) a commitment fee of $1,900,040 upon execution of the Agreement (the &#
• $15,000,000 — ayments in an aggregate amount of up to $15,000,000 as follows: (a) $5,000,000 upon executi
• $5,000,000 — nt of up to $15,000,000 as follows: (a) $5,000,000 upon execution of the Agreement (the &#
• $1,000,000 — ;First Settlement Payment”); (b) $1,000,000 on each of January 31, 2026, February 2
• $6,000,000 — t Settlement Payments”); and (c) $6,000,000 on May 31, 2026 (the “Final Sett
• $10,000,000 — n favor of YA in an aggregate amount of $10,000,000 (the “Promissory Note”),

Filing Documents

• 6-k_settlement_agreement.htm (6-K) — 51KB
• rzlv-ex99_1.htm (EX-99.1) — 60KB
• rzlv-ex99_2.pdf (EX-99.2) — 60KB
• 0001193125-25-327058.txt ( ) — 194KB

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  INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K Settlement Agreement and Promissory Note On December 19, 2025, Rezolve AI plc, a company registered under the laws of England and Wales (the “Company”) entered into a Confidential Settlement Agreement and Conditional Mutual Release dated December 19, 2025 (the “Agreement”) with YA II PN, Ltd. (“YA”) and Yorkville Advisors Global, LP (together the “Yorkville Parties”); Dan Wagner (“Wagner” and together with the Company, the “Rezolve Parties”); JBAAM Special Opportunities Fund – II LLC (“JBA”); and Andrew Weksler (“Weksler,” and collectively with JBA, the Rezolve Parties, and the Yorkville Parties, the “Parties”), pursuant to which the Company will pay to YA (i) a commitment fee of $1,900,040 upon execution of the Agreement (the “Commitment Fee”) and (ii) settlement payments in an aggregate amount of up to $15,000,000 as follows: (a) $5,000,000 upon execution of the Agreement (the “First Settlement Payment”); (b) $1,000,000 on each of January 31, 2026, February 28, 2026, March 31, 2026, and April 30, 2026 (collectively, the “Subsequent Settlement Payments”); and (c) $6,000,000 on May 31, 2026 (the “Final Settlement Payment”), in order to settle the Parties’ litigation in New York arising out of prior financing arrangements the Parties had entered into (the “Financing Arrangements”). The Final Settlement Payment may be reduced to $1,000,000, provided that the Commitment Fee, the First Settlement Payment, and each of the Subsequent Settlement Payments are timely and indefeasibly paid. In connection with entering into the Agreement, the Parties will exchange mutual releases and discharge each other of any obligations arising under the Financing Arrangements, which shall become effective upon payment of the Commitment Fee and the First Settlement Payment and delivery of the executed Promissory Note by the Company to YA. Upon effectiveness of the Parties’ releases, the pending New York litigation will be discontinued with prejudice, and any prior documents entered into in connection with the Financing Arrangements will terminate, except as expressly preserved in the Agreement. The Agreement includes customary confidentiality and assignment provisions and explicitly states that nothing in the Agreement shall be construed as an admission of liability by any of the Parties. Upon execution of the Agreement and in consideration of the terms and conditions of the Agreement, the Company will also execute a promissory note in favor of YA in an aggregate amount of $10,000,000 (the “Promissory Note”), comprised of the Subsequent Settlement Payments and the Final Settlement Payment. Once the Company has timely and indefeasibly made the Subsequent Settlement Payments and the Final Settlement Payment to YA, the Promissory Note shall be retired. Amendment to Long Term Incentive Plan On December 12, 2025, the Company’s Board of Directors (the “Board”) approved an amendment (the “Plan Amendment”) to the Company’s existing Long Term Incentive Plan, including Annex 1 thereto (the “LTIP”), which was approved by the Company’s Remuneration Committee on December 18, 2025. The Plan Amendment (i) permits the Company to grant awards under the LTIP by unilateral deed of grant with participants being sent an award certificate, thereby enabling awards to be granted to participants without requiring their counter-signature and streamlining the grant process; (ii) amends the evergreen pool in Section 2.2 of the LTIP, to permit the Board, once per calendar year and at any time on or after January 1, 2025, to reserve an additional pool of up to 5% of the Company’s fully diluted issued and outstanding Equity Securities (as defined in the LTIP), as of a Board‑selected calculation date in the relevant calendar year; and (iii) clarifies that individuals employed or engaged directly or indirectly to provide services to the Company could be eligible to participate in Annex 1 of the LTIP. General Meeting of Shareholders The Company will hold a General Meeting of Shareholders (the “

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