NEW YORK, Dec. 20, 2024 (GLOBE NEWSWIRE) -- Rezolve Ai (NASDAQ: RZLV) is proud to be featured by MarketBeat as one of the “Next Big Winners” in AI for 2025 (https://www.marketbeat.com/stock-ideas/ais-next-big-winners-3-small-cap-stocks-to-watch-in-2025/). This recognition highlights the company’s innovative technology, strategic partnerships, and growing momentum in the retail AI space, which we believe are positioning Rezolve Ai as a standout player in a rapidly evolving market. MarketBeat’s spotlight unde ...

NEW YORK, Dec. 20, 2024 (GLOBE NEWSWIRE) -- Rezolve Ai (NASDAQ:RZLV) reflects on a landmark year of growth and innovation, punctuated by transformative partnerships, enhanced financial health, and widespread market recognition. As the company continues to lead the retail AI revolution, it has closed the year on an exceptionally strong note, which we believe is setting the stage for significant success in 2025. Key developments include: Strategic Partnerships with Microsoft, Google, and a Visionary Initiativ ...

NEW YORK, Dec. 19, 2024 (GLOBE NEWSWIRE) -- Rezolve Ai (NASDAQ: RZLV) (the “Company), a global leader in AI-driven retail innovation, today announced that it has entered into definitive agreements for the purchase and sale of 5,000,000 of the Company’s ordinary shares (or pre-funded warrants in lieu thereof) and warrants to purchase up to 5,000,000 ordinary shares at a purchase price of $3.00 per share (or per pre-funded warrant in lieu thereof) and accompanying warrant in a registered offering. The warrant ...

Shares of Rezolve AI Ltd RZLV skyrocketed more than 50% over the past five trading days, after the company announced plans to align with the Department of Government Efficiency's initiatives.The company's AI solution uses a commerce-focused language model that enables "natural language interactions with online shoppers, replacing legacy enterprise search processes," according to Northland Capital Partners.Analyst Michael Latimore initiated coverage of Rezolve AI with an Outperform rating and a price target ...

NEW YORK, Dec. 18, 2024 (GLOBE NEWSWIRE) -- Rezolve Ai (NASDAQ:RZLV), a global leader in AI-driven retail innovation, and its leading investors have entered into a series of transactions agreeing to the conversion of $49 million of the outstanding convertible loan note into equity. The debt subject to conversion was issued pursuant to the secured convertible loan note instrument dated December 16, 2021, as amended and restated. Rezolve Ai believes this significant milestone underscores the confidence of top ...

NEW YORK and WUPPERTAL, Germany, Nov. 18, 2024 (GLOBE NEWSWIRE) -- Rezolve Ai (NASDAQ: RZLV), a leader in AI-driven solutions for enterprise and commerce, is pleased to announce that gkv informatik, one of Germany’s largest IT service providers in the statutory health insurance sector, has chosen Rezolve Ai’s Brain Suite to optimize its healthcare operations. With annual revenue of approximately €400 million and a customer base of over 17 million insured individuals supported by more than 38,000 employees, ...

NEW YORK, Nov. 13, 2024 (GLOBE NEWSWIRE) -- Rezolve Ai (Nasdaq: RZLV), a leader in artificial intelligence solutions for retail and eCommerce, today announced that Daniel Wagner, CEO of Rezolve Ai, will participate in the 13th Annual Roth Technology Conference being held November 19 - 20, 2024, at the Hard Rock Hotel in New York City. Rezolve Ai’s management will conduct one-on-one meetings on both days. For more information about the Roth Technology Conference or to schedule a meeting with Rezolve Ai’s man ...

NEW YORK, Nov. 04, 2024 (GLOBE NEWSWIRE) -- Rezolve Ai (Nasdaq: RZLV) today announced that Daniel M. Wagner, Founder, Chairman, and CEO, will present and host one-on-one meetings with investors at the Sidoti November Virtual Investor Conference, taking place on November 13-14, 2024. Conference details: Presentation:  Wednesday, November 13, 2024, at 11:30am ET Presentation link:  Click here to register; available via Zoom Conference registration:  Available on the conference website 1x1 meetings:  Open to a ...

Financial Position and Capitalization - Cash and cash equivalents as of December 31, 2023, amounted to $10,441 thousand[32] - Total current financial borrowings as of December 31, 2023, were $37,446,343 thousand, with pro forma combined borrowings at $39,429,652 thousand[32] - Total equity as of December 31, 2023, was negative at $(54,284,884) thousand, with pro forma combined equity at $(47,961,048) thousand[32] - Total capitalization as of December 31, 2023, was negative at $(16,838,541) thousand, with pro forma combined capitalization at $(8,531,396) thousand[32] - The company's cash decreased from $60,284 to $13,242, and total assets decreased from $25,417,917 to $16,181,367 between September 30, 2023, and June 30, 2024[91] - Total current liabilities increased from $8,587,123 to $10,938,608 during the same period[91] - The company's accumulated deficit increased from $(8,486,582) to $(11,059,758) between September 30, 2023, and June 30, 2024[91] - The company's common stock subject to possible redemption decreased from 2,363,349 shares to 1,417,687 shares during the same period[91] - Total stockholders' deficit as of June 30, 2024 was $10,798,027, compared to $7,587,085 as of June 30, 2023[93][94] - Accumulated deficit as of June 30, 2024 was $11,059,758, compared to $7,722,018 as of June 30, 2023[93][94] - Additional paid-in capital as of June 30, 2024 was $261,161, compared to $134,363 as of June 30, 2023[93][94] - As of June 30, 2024, the company had $13,242 in cash and a working capital deficiency of approximately $10.9 million[128] - The company had $13,242 in cash as of June 30, 2024, compared to $60,284 as of September 30, 2023, indicating a significant decrease in cash reserves[148] - Common stock subject to possible redemption was $16,040,786 as of June 30, 2024, down from $25,316,806 as of September 30, 2023, due to redemptions and remeasurement adjustments[159] Share Ownership and Lock-In Agreements - Daniel Wagner, CEO, holds 23.21% of the company's Ordinary Shares, totaling 39,965,221 shares[52] - John Wagner, a non-executive director, holds 20.96% of the company's Ordinary Shares, totaling 36,082,705 shares[52] - DBLP Sea Cow Limited holds 20.48% of the company's Ordinary Shares, totaling 35,266,716 shares[53] - Igor Lychagov holds 20.19% of the company's Ordinary Shares, totaling 34,771,000 shares[53] - Brooks Newmark holds 8.81% of the company's Ordinary Shares, totaling 15,170,676 shares[53] - Aperion Investment Group Limited holds 6.63% of the company's Ordinary Shares, totaling 11,421,286 shares[53] - The company entered into Lock-In Agreements with Rezolve Holders, restricting the transfer of Ordinary Shares for 180 days post-Closing, with certain exceptions[60] - The company entered into Non-Redemption Agreements, allocating up to 75,000 Founder Shares to prevent share redemptions, with an estimated fair value of $1,102,909 for 713,057 Founder Shares[230] Warrants and Stock Listing - There are 7,499,994 Public Warrants outstanding, each exercisable for one Ordinary Share at $11.50 per share, becoming exercisable 30 days post-Business Combination and expiring five years later[64] - The Ordinary Shares and Public Warrants are listed on Nasdaq under symbols "RZLV" and "RZLVW," respectively, with no assurance of continued listing[63][68] Dividends and Financial Statements - The company has never declared or paid cash dividends and has no plans to do so in the foreseeable future[74] - The financial statements of Rezolve AI Limited as of December 31, 2023, and 2022, were audited by Grassi & Co., CPAs, P.C., with a going concern qualification[75] - Armada's financial statements as of September 30, 2023, and 2022, were audited by Marcum LLP, with a going concern qualification[76] - The company's financial statements are prepared in accordance with US GAAP and SEC regulations, but they do not include all required information and footnotes, and operating results for the three and nine months ended June 30, 2024, may not be indicative of future results[141] - The company is classified as an "emerging growth company" and has elected not to opt out of the extended transition period for adopting new or revised financial accounting standards, which may make comparisons with other public companies difficult[143][146] Net Loss and Stock-Based Compensation - Net loss for the three months ended June 30, 2024 was $1,423,095, compared to a net loss of $559,584 for the same period in 2023[92] - Net loss for the nine months ended June 30, 2024 was $2,164,255, compared to a net income of $20,300 for the same period in 2023[92] - Basic and diluted net loss per share for the three months ended June 30, 2024 was $0.20, compared to $0.06 for the same period in 2023[92] - Basic and diluted net loss per share for the nine months ended June 30, 2024 was $0.28, compared to $0.00 for the same period in 2023[92] - Stock-based compensation for the three months ended June 30, 2024 was $526,209, compared to $134,363 for the same period in 2023[92][94] - The company recognized $100,800 of stock-based compensation related to the June 26, 2023 grant for the nine months ended June 30, 2024[167] - The company recognized $601,809 in stock-based compensation for the nine-month period ended June 30, 2024, compared to $190,289 for the same period in 2023[169] Cash Flow and Trust Account - Net cash used in operating activities for the nine months ended June 30, 2024, was $636,814, compared to $1,391,186 for the same period in 2023[96] - Net cash provided by investing activities for the nine months ended June 30, 2024, was $10,008,973, compared to $116,383,951 for the same period in 2023[96] - Net cash used in financing activities for the nine months ended June 30, 2024, was $9,419,201, compared to $115,129,879 for the same period in 2023[96] - The company had $13,242 in cash at the end of the period on June 30, 2024, compared to $40,464 at the end of the same period in 2023[96] - The company's cash held in the Trust Account is in an interest-bearing demand deposit account, and the cash exceeds federally insured limits as guaranteed by the Federal Deposit Insurance Corporation[149] - The company repaid $187,034 of a promissory note in July 2022, utilizing interest earned on the Trust Account[184] Business Combination and Extensions - The company has not commenced any operations as of June 30, 2024, and all activity relates to its formation and the search for a prospective initial Business Combination[98] - The company's IPO raised $150,000,000, with $10.00 per Unit held in the Trust Account[101] - The company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account[105] - The company has extended its Combination Period until August 17, 2024, by depositing $49,619 into the Trust Account on multiple occasions[109] - The company entered into a Business Combination Agreement with Rezolve Limited and related entities on December 17, 2021, with subsequent amendments[114] - The company extended the Business Combination Agreement termination date to January 31, 2023, or 15 days prior to the last consummation date, and removed Cayman NewCo from the agreement[115] - Stockholders approved an extension of the Business Combination deadline to August 17, 2023, with 11,491,148 shares redeemed at $10.19 per share, totaling $117,079,879 removed from the Trust Account[116][117] - The amended Business Combination Agreement set Rezolve's enterprise value at $1.60 billion and outlined a pre-Closing demerger and merger structure[118] - The company extended the Business Combination deadline to September 17, 2023, with 1,145,503 shares redeemed at $10.56 per share, totaling $12,095,215 removed from the Trust Account[120][121] - The company issued an unsecured promissory note of up to $425,402 to the Sponsor to fund the Trust Account for the Business Combination extension[122][123] - The company extended the Business Combination deadline to March 17, 2024, with 945,662 shares redeemed at $10.98 per share, totaling $10,384,496 removed from the Trust Account[125][126] - The company issued a second unsecured promissory note of up to $297,714 to the Sponsor to fund the Trust Account for the Business Combination extension[127] - The company completed its Business Combination on August 15, 2024, addressing substantial doubt about its ability to continue as a going concern[131] Promissory Notes and Borrowings - The company borrowed $70,900 under the Extension Note on multiple occasions to extend the Termination Date, with $354,502 outstanding as of June 30, 2024[187][189] - The company issued a promissory note to the Sponsor for $125,245 on July 28, 2023, with the amount outstanding as of June 30, 2024[186] - The company issued a promissory note to the Sponsor for $20,840 on August 8, 2023, with the amount outstanding as of June 30, 2024[190] - The company issued a promissory note to the Sponsor for $79,099 on September 8, 2023, with the amount outstanding as of June 30, 2024[191] - The company issued a promissory note to the Sponsor for $59,099 on October 10, 2023, with the amount outstanding as of June 30, 2024[192] - The company borrowed an additional $70,900 under the Extension Note on January 16, 2024, extending the Termination Date to February 17, 2024[195] - On January 16, 2024, the company borrowed $39,100 from the Sponsor for working capital, with the promissory note being non-interest bearing[196] - The company issued an unsecured promissory note in the principal amount of up to $297,714 (the "Second Extension Note") to the Sponsor, with $248,095 drawn and outstanding as of June 30, 2024[198] - On February 16, 2024, the company borrowed $49,619 under the Second Extension Note, extending the Termination Date to March 17, 2024[199] - On March 13, 2024, the company borrowed $49,619 under the Second Extension Note, extending the Termination Date to April 17, 2024[201] Interest and Tax Liabilities - Trust interest income for the nine months ended June 30, 2024 was $811,281, compared to $2,697,147 for the same period in 2023[92] - Interest expense for the nine months ended June 30, 2024 was $344,248, compared to $0 for the same period in 2023[92] - The company recorded a liability of $1,395,596 related to redemptions under the Inflation Reduction Act of 2022[138] - The company may face additional interest and penalties of 10% per annum and a 5% underpayment penalty per month (up to 25% of the total liability) if it fails to pay its excise tax obligation by October 31, 2024[140] - The company's effective tax rate was (2.77)% for the three months ended June 30, 2024, compared to (17.26)% for the same period in 2023[172] - The company's effective tax rate was (7.62)% for the nine months ended June 30, 2024, compared to 96.28% for the same period in 2023[172] - The company's deferred tax asset had a full valuation allowance recorded against it as of June 30, 2024, and September 30, 2023[172] Offering Costs and Advisory Fees - The company incurred offering costs amounting to $3,537,515 as a result of the IPO, including $1,500,000 in underwriting commissions and $2,037,515 in other offering costs[155] - The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO, or $1,500,000[223] - The company paid Cohen & Company Capital Markets (CCM) an advisory fee of $1,500,000, equal to 1.0% of the IPO proceeds, upon closing of the IPO[224] - CCM will earn an advisory fee of $3,000,000 as a capital markets advisor and $8,750,000 as a financial advisor upon closing of the initial Business Combination[224] - D.A. Davidson & Co. will earn an advisory fee of $600,000 upon closing of the initial Business Combination[225] - Craig Hallum Capital Group LLC will earn an advisory fee of $500,000 upon closing of the initial Business Combination[225] - ICR LLC was entitled to a total of $145,600 for investor relations services, with an additional $145,600 due upon closing of the initial Business Combination[226] - Bishop IR will receive a success fee of $100,000 upon closing of the initial Business Combination[227] - Northland Securities, Inc. will receive a cash fee of $3,375,000 (2.25% of IPO proceeds) and a separate capital market advisory fee of $2,500,000 upon completion of the initial Business Combination[228] - The company will pay $1,030,000 to the representative upon closing of the initial Business Combination for fairness opinions[229] Subscription Agreements and Borrowing Costs - The company entered into a subscription agreement with Polar, with a maximum aggregate Investor Capital Contribution of $440,000, and issued 880,000 shares of common stock in exchange[215] - The company recognized $462,716 of cost of borrowing attributable to the draws under the Subscription Agreements, with $344,226 recorded as interest expense for the nine months ended June 30, 2024[220] - The company recorded a net amount of subscription liability of $354,503 as of June 30, 2024[220] Administrative and Service Fees - The company incurred $30,000 and $90,000 in administrative service fees for the three and nine months ended June 30, 2024, respectively[213] Fair Value Measurements - The company's fair value measurements follow a three-tier hierarchy, with Level 1 being the highest priority (observable inputs) and Level 3 being the lowest (unobservable inputs)[150][151]