SC 13G: REZOLVE AI Ltd

AI Summary

SC 13G filing by REZOLVE AI Ltd.

Risk Assessment

Risk Level: low

Filing Documents

• d837797dsc13g.htm (SC 13G) — 56KB
• d837797dex99.htm (EX-99) — 3KB
• 0001193125-24-228523.txt ( ) — 61KB

From the Filing

SC 13G 1 d837797dsc13g.htm SC 13G SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Rezolve AI Limited (Name of Issuer) Ordinary Shares (Title of Class of Securities) G75398100 (CUSIP Number) September 24, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. G75398100 Schedule 13G Page 1 of 6 1 Names of Reporting Persons Apeiron Investment Group Ltd. 2 Check the Appropriate Box if a Member of a Group (a)(b) 3 SEC Use Only 4 Citizenship or Place of Organization Malta Number of Shares Beneficially Owned by Each Reporting Person With 5 Sole Voting Power 0 6 Shared Voting Power 18,281,638 7 Sole Dispositive Power 0 8 Shared Dispositive Power 18,281,638 9 Aggregate Amount Beneficially Owned by Each Reporting Person 18,281,638 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable 11 Percent of Class Represented by Amount in Row 9 10.4% 12 Type of Reporting Person CO CUSIP No. G75398100 Schedule 13G Page 2 of 6 1 Names of Reporting Persons Christian Angermayer 2 Check the Appropriate Box if a Member of a Group (a)(b) 3 SEC Use Only 4 Citizenship or Place of Organization Federal Republic of Germany Number of Shares Beneficially Owned by Each Reporting Person With 5 Sole Voting Power 0 6 Shared Voting Power 18,281,638 7 Sole Dispositive Power 0 8 Shared Dispositive Power 18,281,638 9 Aggregate Amount Beneficially Owned by Each Reporting Person 18,281,638 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable 11 Percent of Class Represented by Amount in Row 9 10.4% 12 Type of Reporting Person IN CUSIP No. G75398100 Schedule 13G Page 3 of 6 ITEM1. (a) Name of Issuer: Rezolve AI Limited (the Issuer). (b) Address of Issuers Principal Executive Offices: 3rd Floor, 80 New Bond Street, London, WIS 1SB, United Kingdom ITEM2. (a) Name of Person Filing: Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of: Apeiron Investment Group Ltd. (Apeiron); and Christian Angermayer. (b) Address or Principal Business Office: The principal business address of the Reporting Persons is 66 & 67 Amery Street, SLM1707, Sliema, Malta. (c) Citizenship of each Reporting Person is: Apeiron is organized under the laws of Malta. Mr. Angermayer is a German citizen. (d) Title of Class of Securities: Ordinary Shares, par value £0.0001 per share (the Ordinary Shares) (e) CUSIP Number: G75398100 ITEM3. Not applicable. ITEM4. (a-c) The ownership information presented below represents beneficial ownership of the Ordinary Shares of the Issuer as of September 27, 2024, based upon 172,182,769 Ordinary Shares outstanding as of September 6, 2024, as disclosed in the Issuers Registration Statement on Form F-1 filed with the Securities and Exchange Commission on September 9, 2024. CUSIP No. G75398100 Schedule 13G Page 4 of 6 Reporting Person Amount beneficially owned Percent of class: Sole power to vote or to direct the vote: Shared power to vote or to direct the vote: Sole power to dispose or to direct the disposition of: Shared power to dispose or to direct the disposition of: Apeiron Investment Group Ltd. 18,281,638 10.4 % 0 18,281,638 0 18,281,638 Christian Angermayer 18,281,638 10.4 % 0 18,281,638 0 18,281,638 Apeiron is the holder (beneficially and of record) of 14,712,645 Ordinary Shares. In addition, Apeiron may be deemed to beneficially own (i) 62,500 Ordinary Shares underlying currently exercisable warrants, (ii) 3,173,160 Ordinary Shares that Apeiron has the right to acquire upon conversion of various convertible debt instruments and (iii) 333,333 Ordinary Shares that Apeiron has the right to acquire pursuant to a contractual oblig

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