Rezolve AI Ltd美股招股说明书(2024-12-20版)

Rezolve AI Limited5,000,000 Ordinary Shares5,000,000 Warrants to Purchase Ordinary Shares5,000,000 Ordinary Shares Underlying the Warrants We are offering on a best-efforts basis up to 5,000,000 Ordinary Shares, par value £0.0001 (the “OrdinaryShares”), together with warrants to purchase up to 5,000,000 Ordinary Shares. Each Ordinary Share is being soldtogether with a warrant to purchase one Ordinary Share (the “Offering Warrant”). The Ordinary Shares andOffering Warrants are immediately separable and will be issued separately in this offering, but must be purchasedtogether in this offering. The offering price for each Ordinary Share and accompanying Offering Warrant is$3.00. Each Offering Warrant will have an exercise price per share of $3.00, will be exercisable upon issuanceand have a term of five years from the date of issuance. However, if at any time the 5-Day VWAP is at or above$6.00, the Offering Warrants shall expire in 30 days. We have engaged H.C. Wainwright & Co., LLC (the “Placement Agent”), to act as our exclusive placementagent, to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. ThePlacement Agent is not purchasing or selling any of the securities we are offering, and the Placement Agent is notrequired to arrange the purchase or sale of any specific number or dollar amount of securities. Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, we and thePlacement Agent have not made any arrangements to place investor funds in an escrow account or trust account.Because this is a best-efforts offering, the Placement Agent does not have an obligation to purchase anysecurities, and, as a result, there is a possibility that we may not be able to sell the securities. There is nominimum offering requirement as a condition of closing of this offering. Because there is no minimum offeringamount required as a condition to closing this offering, we may sell fewer than all of the securities offeredhereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering willnot receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goalsdescribed in this prospectus. In addition, because there is no escrow account and no minimum offering amount,investors could be in a position where they have invested in our company, but we are unable to fulfill all of ourcontemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securitiesoffered by us will be available for our immediate use, despite uncertainty about whether we would be able to usesuch funds to effectively implement our business plan. We will bear all costs associated with the offering. See“Plan of Distribution” on page 125 of this prospectus for more information regarding these arrangements. Our Ordinary Shares and public warrants trade are on the Nasdaq Stock Market LLC (“Nasdaq”) under thesymbols “RZLV” and “RZLVW”, respectively. On December 19, 2024, the last reported sale price of ourOrdinary Shares and public warrants on Nasdaq were $3.04 and $0.355, respectively. There is no establishedpublic trading market for the Offering Warrants and we do not expect such a market to develop. Without anactive trading market, the liquidity of the Offering Warrants will be limited. In addition, we do not intend to listthe Offering Warrants on Nasdaq, any other national securities exchange or any other trading system. We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012,or JOBS Act, and, as such, we have elected to comply with certain reduced public company reportingrequirements Investing in our securities involves risks. See“Risk Factors”beginning on page 9 and in any applicableprospectus supplement. None of the U.S. Securities and Exchange Commission or any state securities commission has approved ordisapproved of the securities or determined if this prospectus is accurate or adequate. Any representationto the contrary is a criminal offense. (1) We have agreed to pay the Placement Agent a cash fee equal to 5.5% of the gross proceeds raised in thisoffering. We have also agreed to reimburse the Placement Agent for certain of its offering-related expenses,including reimbursement for legal fees and other out-of-pocket expenses in the amount of up to $150,000, and forits clearing expenses in the amount of up to $15,950. For more information about the compensation to bereceived by the placement agent, see “Plan of Distribution”. (2) Because there is no minimum number of securities or amount of proceeds required as a condition to closing inthis offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presentlydeterminable and may be substantially less than the total maximum offering amounts set forth above. For moreinformation,