Rezolve AI PLC美股招股说明书(2025-12-30版)

Rezolve AI plc Up to 11,127,780 Ordinary Shares(for resale) This prospectus relates to the offer and sale, from time to time, by the selling security holder named herein (the “Selling Holder”) ofan aggregate of up to 11,127,780 Ordinary Shares issued to the Selling Holder in connection with the CrownPeak Acquisition (as The Selling Holder may have acquired the securities registered hereunder at prices substantially below current market prices andmay therefore have incentive to sell their securities in this offering. Public securityholders who purchased their Rezolve securitiesat higher prices than the Selling Holder may experience lower rates of return (if any) than the Selling Holder, due to differences inpurchase prices and the potential trading price at which they may be able to sell (see “Risk Factors —Risks Related to Ownershipof Ordinary Shares and Rezolve Operating as a Public Company —The trading price of Ordinary Shares could be volatile, andthe value of Ordinary Shares may decline.”). The Ordinary Shares being offered for resale pursuant to this prospectus by the Selling This prospectus provides you with a general description of such securities and the general manner in which the Selling Holder mayoffer or sell the securities. More specific terms of any securities that the Selling Holder 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 the We will not receive any proceeds from the sale of the Ordinary Shares by the Selling Holder 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 Holder will issue,offer or sell, as applicable, any of the securities. The Selling Holder may offer and sell the securities covered by this prospectus in a You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. The Ordinary Shares are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “RZLV." On December 26, 2025,the closing price of the Ordinary Shares was $2.85 per share. Unless the context indicates otherwise, references to the “Company,” “Rezolve,” “we,” “us” and “our,” refer to Rezolve AI plc,including its subsidiaries. Investing in our securities involves risks. See“Risk Factors”beginning on page 7 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 December 29, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSTRADEMARKSMARKET AND INDUSTRY DATASELECTED DEFINITIONS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-3 that we filed with the U.S. Securities and Exchange Commission(the "SEC") using a “shelf’ registration process. Under this shelf registration process, the Selling Holder may, from time to time,issue, offer and sell, as applicable, any combination of the securities described in this prospectus in one or more offerings. TheSelling Holder may use the shelf registration statement to sell up to an aggregate of 11,127,780Ordinary Shares from time to timethrough any means described in the section entitled “Plan of Distribution.” More specific terms of any securities that the Selling Any document incorporated by reference in this prospectus and any prospectus supplement may also add, update or changeinformation included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or supersededfor purposes of this prospectus to the extent that a statement contained in such prospectus supplement or incorporated by referencemodifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as somodified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the Neither we nor the Selling Holder have authorized anyone to provide any information or to make any representations other thanthose contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. Weand the Selling Holder take no responsibility for, and can provide no assurance as to the reliability of, any other information thatothers may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and injurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to representanything not contained in this prospectus, any