Rezolve AI (RZLV) Files for 7.6M Share and Warrant Offering

Rezolve AI (NASDAQ: RZLV) has filed the following:

We are offering on a best-efforts basis up to 7,598,784 Ordinary Shares, par value £0.0001 (the “Ordinary Shares”), together with warrants to purchase up to 7,598,784 Ordinary Shares. Each Ordinary Share, or a pre-funded warrant in lieu thereof, is being sold together with a warrant to purchase one Ordinary Share (the “Offering Warrant”). The Ordinary Shares and Offering Warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. The assumed offering price for each Ordinary Share and accompanying Offering Warrant is $3.29. Each Offering Warrant will have an exercise price per share of $ , will be exercisable upon issuance and have a term of five years from the date of issuance. However, if at any time the 5-Day VWAP is at or above ______, the Offering Warrants shall expire in 30 days.

We are also offering to each purchaser whose purchase of our Ordinary Shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding Ordinary Shares immediately following consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”), in lieu of Ordinary Shares. Each Pre-Funded Warrant will be exercisable for one Ordinary Share. The purchase price of each Pre-Funded Warrant will equal the price per Ordinary Share being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant will be $0.001 per share. For each Pre-Funded Warrant that we sell, the number of Ordinary Shares that we are offering will be decreased on a one-for-one basis. We are also registering the Ordinary Shares issuable upon exercise of the Offering Warrants and Pre-Funded Warrants pursuant to this prospectus.

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