Rezolve AI PLC美股招股说明书(2025-11-07版)

Filed Pursuant to Rule 424(b)(7)Registration No. 333-290523 Rezolve AI plc Up to 7,499,994 Ordinary Shares(for issuance) This prospectus supplement (this “Supplement No. 2”) updates and supplements the prospectus dated September 30, 2025 (assupplemented, the “Prospectus”), which forms a part of our Registration Statement on Form F-3 (Registration No. 333-290523).This Supplement No. 2 is being filed to supplement the information in the Prospectus related to the selling securityholders table inthe Prospectus to reflect, among other things, (i) the sale by Sir David Wright of 250,000 ordinary shares, par value £0.0001(“Ordinary Shares”), to DBLP Sea Cow Limited; and (2) the sale of 150,000 Ordinary Shares by Anthony Sharp. This Prospectus relates to the previous registration for issuance by us of up to 7,499,994 Ordinary Shares issuable upon the exerciseof public warrants to purchase Ordinary Shares at a price of $11.50 per share (“Public Warrants”). The Prospectus also relates to previous registration for resale, from time to time, by the selling security holders named herein (the“Selling Holders”) of an aggregate of up to 164,775,654 Ordinary Shares issued or issuable to the Selling Holders, as described inthe Prospectus. This Supplement No. 2 updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. ThisSupplement No. 1 should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this Supplement No. 2, you should rely on the information in this Supplement No. 2. The Ordinary Shares and the Public Warrants are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “RZLV”and “RZLVW,” respectively. Investing in our securities involves risks. See“Risk Factors”beginning on page 8 of the Prospectus. None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved ofthe securities to be issued under the Prospectus or this Supplement No. 2 or determined if this prospectus is accurate oradequate. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is November 7, 2025. SELLING HOLDERS This prospectus relates to the resale by certain of the Selling Holders of up to 164,775,654 Ordinary Shares, consisting of (i)95,384,522 Ordinary Shares; (ii ) 569,982 Ordinary Shares underlying the Private Warrants; (iii) 23,074,054 Ordinary Sharesissued upon conversion of the Convertible Notes; (iv) 15,207,479 Ordinary Shares issued upon conversion of the AdvanceSubscriptions; (v) 695,033 Ordinary Shares issued upon the conversion of the Promissory Notes; (vi) 3,043,735 Ordinary Sharesissuable upon conversion of the Cohen Note; (vii) 5,027,508 Ordinary Shares issuable upon conversion of the J.V.B. Note; (viii)2,760,848 Ordinary Shares issued in connection with the Bluedot Acquisition; (ix) 3,986,531 Ordinary Shares issued in connectionwith the GroupBy Acquisition; (x) 5,857,143 Ordinary Shares issuable to WAB; (xi) 89,290 Ordinary Shares issuable to RothCapital Partners, LLC as transaction-based compensation for the performance of advisory services rendered to the Company inconnection with the Business Combination; (xii) 300,000 Ordinary Shares issued to Radio Group Holding GmbH and certain otherholders in connection with the settlement of an agreement; (xiii) 800,000 Ordinary Shares issued to DBLP in connection with theDBLP Settlement Agreement; and (xiv) 7,979,499 Ordinary Shares issued in connection with the PIPE Financing. The Selling Holders may from time to time offer and sell any or all of the Ordinary Shares a set forth below pursuant to thisprospectus. When we refer to the “Selling Holders” in this prospectus, we mean the persons listed in the table and in the footnotesin the table below (as such table may be amended from time to time by means of an amendment to the registration statement ofwhich this prospectus is a part or by supplement to this prospectus), and any pledgees, donees, transferees, assignees, successorsand others who later come to hold any of the Selling Holders’ interest in the Class A ordinary shares or warrants after the date ofthis prospectus such that registration rights shall apply to those securities. The following tables are prepared based on information provided to us by the Selling Holders. It sets forth the name and address ofthe Selling Holders, the aggregate number of Ordinary Shares that the Selling Holders may offer pursuant to this prospectus, andthe beneficial ownership of the Selling Holders both before and after the offering. Except as otherwise indicated in the table below,no selling stockholder is a broker-dealer or an affiliate of a broker-dealer. We have based ownership prior to this offering as ofSeptember 30, 2025 . We cannot advise you as to