Business Context and Reporting Period
Company: Rezolve AI PLC (Rezolve AI Limited)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: February 24, 2025
Context: The Company entered into a Securities Purchase Agreement (SPA) on February 21, 2025, to raise capital for the acquisition of Bitcoin through a newly formed, wholly-owned subsidiary.
Key Financial Metrics and Transaction Structure
- Total Financing Capacity: Up to $1 billion in Convertible Notes.
- Initial Closing: $100 million in Convertible Notes ("Initial Notes").
- Additional Closings: Up to $900 million in additional notes available between June 25, 2025, and February 21, 2028, subject to conditions.
- Use of Proceeds: 100% of proceeds will be used by a new Special Purpose Vehicle (SPV) subsidiary to purchase and hold Bitcoin.
- Interest Rate: Accrues at the Effective Federal Funds Rate (increases by 5.0% upon an event of default).
- Maturity: Five years from the issuance date of each note.
- Security: Notes are secured by a first-priority perfected security interest in all Bitcoin purchased by the SPV and remaining cash proceeds held therein.
- Recourse: Sole recourse to the segregated accounts of the New SPV Subsidiary, except for certain major events of default.
Material Changes and Transaction Terms
- Conversion Terms:
- Initial Notes: Convertible at a fixed price of $3.00 per share.
- Additional Notes: Convertible at the 20-day Volume Weighted Average Price (VWAP) on the date of the applicable Additional Closing.
- Commitment Shares: The Company will issue Ordinary Shares (par value £0.0001) to Buyers at a price of £0.0001 per share. These are delivered upon registration for resale (Initial Closing) or pro-rata upon conversion notice (Additional Closings).
- Downside Protection: Conversion prices are subject to adjustment if the Company issues shares at an effective price lower than the conversion price.
- Upside Participation: If Bitcoin trades above the value of the Convertible Notes, the excess value belongs to the Company.
- Reduction Clause: If the Lead Buyer does not purchase Additional Notes by December 24, 2025 (or earlier if Equity Conditions are met), the maximum Additional Notes may be reduced from $900 million to $500 million.
Guidance, Risks, and Contingencies
- Market Risk: The transaction is explicitly structured to isolate the Company from Bitcoin market price volatility regarding the debt obligation, as recourse is limited to the SPV assets.
- Default Consequences: Upon an event of default, interest rates increase by 5.0%, and Buyers may accelerate or redeem the notes.
- Related Party Transactions: Certain Buyers or their affiliates have provided and may provide investment banking services to the Company.
- Conditions Precedent: Closings are subject to the satisfaction or waiver of conditions set forth in the SPA.
Investor Verification Checklist
- Verify the specific list of Buyers and their affiliations in the Schedule of Buyers attached to the SPA.
- Confirm the exact number of "Commitment Shares" to be issued based on the calculation formula in the SPA.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) and Convertible Note (Exhibit 10.2) for detailed covenants and "major events of default" that trigger full recourse.
- Monitor the Company's ability to meet "Equity Conditions" to prevent the reduction of the Additional Notes cap from $900 million to $500 million.
- Assess the impact of the £0.0001 share issuance price on existing shareholder dilution.