Rezolve AI PLC美股招股说明书(2025-09-30版)

Up to 7,499,994 Ordinary Shares(for issuance) Up to 175,525,654 Ordinary Shares(for resale) This prospectus relates to the issuance by us of up to 7,499,994 Ordinary Shares issuable upon the exercise of the Public Warrants. This prospectus also relates to the offer and sale, from time to time, by the selling security holders named herein (the “SellingHolders”) of an aggregate of up to 175,525,654 Ordinary Shares issued or issuable to the Selling Holders, as described in thisprospectus. Certain of the Selling Holders may have acquired the securities registered hereunder at prices substantially below current marketprices and may therefore have incentive to sell their securities in this offering. Public securityholders who purchased their Rezolvesecurities at higher prices than the Selling Holders may experience lower rates of return (if any) than the Selling Holders, due todifferences in purchase prices and the potential trading price at which they may be able to sell (see “Risk Factors —Risks Relatedto Ownership of Ordinary Shares and Rezolve Operating as a Public Company —The trading price of Ordinary Shares could bevolatile, and the value of Ordinary Shares may decline.”). The Ordinary Shares being offered for resale pursuant to this prospectusby the Selling Holders represent approximately 54.5% of the outstanding Ordinary Shares as of the date of this prospectus. Giventhe substantial number of Ordinary Shares being registered for potential resale by Selling Holders pursuant to this prospectus, thesale of shares by the Selling Holders, or the perception in the market that the Selling Securityholders of a large number of sharesintend to sell shares, could increase the volatility of the market price of the Ordinary Shares or result in a significant decline in thepublic trading price of the Ordinary Shares. This prospectus provides you with a general description of such securities and the general manner in which the Selling Holdersmay offer or sell the securities. More specific terms of any securities that the Selling Holders may offer or sell may be provided in aprospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and theterms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. We will not receive any proceeds from the sale of the Ordinary Shares by the Selling Holders pursuant to this prospectus. We willpay the expenses in connection with the preparation of this prospectus and associated with the sale of securities pursuant to thisprospectus. Our registration of the securities covered by this prospectus does not mean that either the Selling Holders will issue,offer or sell, as applicable, any of the securities. The Selling Holders may offer and sell the securities covered by this prospectus ina number of different ways and at varying prices. We provide more information in the section entitled“Plan of Distribution.” You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. The Ordinary Shares and the Public Warrants (as defined herein) are traded on The Nasdaq Stock Market LLC (“Nasdaq”) underthe symbols “RZLV" and "RZLVW." On September 29, 2025, the closing price of the Ordinary Shares and Public Warrants was$5.24 per share and $1.9699 per warrant, respectively. Investing in our securities involves risks. See“Risk Factors”beginning on page 8 and in any applicable prospectussupplement. None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved ofthe securities or determined if this prospectus is accurate or adequate. Any representation to the contrary is a criminaloffense. The date of this prospectus is September 30, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiTRADEMARKSiiMARKET AND INDUSTRY DATAiiiSELECTED DEFINITIONSiiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSvPROSPECTUS SUMMARY1THE OFFERING8RISK FACTORS10USE OF PROCEEDS31DIVIDEND POLICY31CAPITALIZATION32UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION33UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET35UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS36NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION37DESCRIPTION OF SECURITIES41SELLING HOLDERS53PLAN OF DISTRIBUTION65EXPENSES67ENFORCEABILITY OF CIVIL LIABILITY68LEGAL MATTERS69EXPERTS69WHERE YOU CAN FIND MORE INFORMATION69INCORPORATION OF CERTAIN INFORMATION BY REFERENCE70 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-3 that we filed with the SEC using a “shelf’ registration process.Under this shelf registration process, we and the Selling Holders may, from time to time, issue, offer and sell, as applicable, anycombination of the securities described in this prospectus in one or more offerings. We may use the shelf registration statement toissue