Business Context and Reporting Period
This Form 6-K filing by Rezolve AI PLC (Rezolve AI Ltd.) covers the month of January 2025. The report discloses the execution of a new senior-secured term-loan facility on January 23, 2025, with Joh. Berenberg, Gossler & Co. KG.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, or margin data. The primary financial disclosure relates to the new debt facility:
- Committed Amount: $30,000,000.
- Interest Rate: 0% (The facility bears no interest).
- Arrangement Fee: $3,000,000, payable on the earlier of the draw date or February 21, 2025. This fee is deducted from the disbursed amount.
- Repayment Schedule: Five monthly installments of $6,000,000 beginning August 15, 2025.
- Default Penalty: A 5% fee on the outstanding balance if a scheduled repayment is missed.
- Prepayment Terms: Allowed in increments of at least $3,000,000, with a corresponding reduction in the arrangement fee.
Material Changes
The material change reported is the establishment of the $30 million debt facility. The Company may draw the full committed amount by February 20, 2025, subject to customary conditions. Proceeds may be used to repay obligations under a Second Amended and Restated Standby Equity Purchase Agreement with YA II PN, Ltd.
Outlook, Risks, and Contingencies
Management commentary is limited to the terms of the loan agreement. Key risks and contingencies include:
- Events of Default: Includes a change of control, which allows the Lender to accelerate the entire facility.
- Legal Jurisdiction: The facility is governed by German law with exclusive jurisdiction in the courts of Hamburg.
- Lender Relationship: The Lender or its affiliates may provide future investment banking services to the Company.
Investor Verification Checklist
- Verify the satisfaction of conditions precedent required to draw the $30 million by February 20, 2025.
- Confirm the net cash proceeds after the deduction of the $3,000,000 arrangement fee.
- Review the specific covenants and reporting requirements detailed in the attached Loan Agreement (Exhibit 10.1).
- Assess the Company's liquidity position to ensure it can meet the first $6,000,000 repayment due August 15, 2025.