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Rezolve AI Limited's Strategic Acquisition Report: GroupBy & Bluedot Insights

$RZLV
Form 6-K
Filed on: 2025-02-21
Source
Rezolve AI Limited's Strategic Acquisition Report: GroupBy & Bluedot Insights

Key Information Extracted from the Financial Report (Form 6-K)

  1. Company Details:
  • Name: Rezolve AI Limited
  • Location: 21 Sackville Street, London, W1S 3DN, United Kingdom
  • Commission File Number: 001-42254
  1. Acquisition Announcement:
  • Date of Acquisition Agreement: February 11, 2025
  • Target Companies: GroupBy Inc. and GroupBy International Ltd. (collectively referred to as "Target Companies").
  • Acquisition Description: Rezolve AI Limited agreed to purchase the entire issued and to be issued share capital of the Target Companies. This also includes the acquisition of GroupBy USA Inc. and GroupBy UK Ltd.
  1. Consideration:
  • Shares Issued: As consideration for the Acquisition, Rezolve AI Limited will issue 3,999,902 ordinary shares to the Sellers upon closing of the transaction.
  1. Conditions Precedent:
  • The Purchase Agreement includes several conditions to be fulfilled prior to closing, such as:
    • Execution of new employment and consulting agreements.
    • Signing of restrictive covenant agreements.
    • Evidence that certain debts have been amended or paid off.
    • Cancellation of any options and warrants related to the Acquired Companies.
  • Completion of the Acquisition is not guaranteed as there are no assurances that all conditions will be satisfied.
  1. Timeline:
  • The parties aim to complete the Acquisition as soon as possible following the satisfaction or waiver of the necessary conditions.
  • Press releases regarding the Acquisition were issued on February 13 and February 14, 2025.
  1. Related Party Transaction:
  • Bluedot Acquisition: On February 4, 2025, Rezolve AI Limited entered into a purchase agreement to acquire Bluedot Industries, Inc. and Bluedot Industries Pty. Ltd.
  • Consideration for Bluedot Acquisition: Issued 819,736 ordinary shares in a private placement to DBLP Sea Cow Ltd, which is a related party owned by Daniel Wagner and John Wagner.
  1. Significant Risks:
  • The representations and warranties in the Purchase Agreement are subject to qualifications and limitations, and may not reflect the actual state of affairs at the time of the agreement.
  • There may be subsequent changes in circumstances that are not reflected in the company’s public disclosures.
  1. Executive Signing:
  • The report is signed by Daniel Wagner, Chief Executive Officer and Chairman of Rezolve AI Limited, confirming the accuracy of the filing.

Insights:

  • The acquisition strategy indicates Rezolve AI Limited's intent to expand its operations and presence in the technology sector by acquiring established companies.
  • The issuance of shares for acquisitions suggests a dilution of current shareholders' equity unless the share price increases in response to enhanced company value post-acquisition.
  • The complexity of the acquisition process and the conditions attached highlight potential risks that could affect the successful completion of the transaction. Investors should closely monitor the developments regarding these acquisitions.