$RZLVW

REZOLVE AI PLC

CIK:0001920294|SEC Filings

COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Income Statement [Abstract]
Revenue	$ 19,419,993	$ 46,800,099	$ 2,013,567
Operating expenses/(income)
Cost of revenue		15,922,202	192,829
Sales and marketing expenses (including related party transactions of $1,833,486 and $1,011,119, see note 14)		12,062,375	6,684,870
General and administrative expenses (including related party transactions of $8,120,684 and $68,413,399, see note 14)		90,366,226	132,022,084
Depreciation and amortization expenses		6,965,148	226,305
Research and development expenses		11,198,074	1,152,807
Other operating (income)/expense, net		(2,857,071)	255,412
Total operating expenses/(income)		133,656,954	140,534,307
Operating loss		(86,856,855)	(138,520,740)
Other (expense)/income
Interest expense		(3,507,201)	(10,645,464)
(Loss)/gain on derivatives		(2,889,175)	19,001,681
Loss on extinguishment		(29,950,161)	(44,332,819)
Gain on revaluation of financial asset		5,645,839	0
Gain on bargain purchase		61,298,445	0
Impairment loss		(63,345,577)	0
Other non-operating income (expense), net		465,518	1,289,944
Total other expenses, net		(32,282,312)	(34,686,658)
Loss before provision for income taxes		(119,139,167)	(173,207,398)
Provision for income taxes		17,728,939	(243,735)
Net loss and comprehensive loss		$ (101,410,228)	$ (173,451,133)
Net loss per share, basic		$ (0.38)	$ (1.06)
Net loss per share, diluted		$ (0.38)	$ (1.06)
Weighted average shares, basic		267,981,256	163,674,883
Weighted average shares, diluted		267,981,256	163,674,883

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Cash Flows from Operating Activities:
Net loss	$ (101,410,228)	$ (173,451,133)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation and amortization	6,965,163	226,305
Impairment of loans receivable		255,412
Share-based compensation - employees shares restrictions lifted		18,836,099
Share based compensation for employees	3,804,637	4,314,649
Share based compensation issued to related parties	5,325,000	63,001,392
Share based compensation for consultancy services		217,365
Ordinary shares issued in lieu of cash payment for services	484,120	279,006
Advisor loan issued for services - Northlands Securities		5,141,250
Advisor loan issued for services - J.V.B. Financial Group		7,500,000
Advisor loan issued for services- Cantor Fitzgerald		16,000,000
Interest expense, net	2,912,116	10,557,714
Loss/(gain) on derivatives	2,889,175	(19,001,681)
Loss on extinguishment	29,950,161	44,332,819
Unrealized foreign exchange (gain)/loss	516,776	(1,329,775)
Gain on revaluation of financial asset	(5,710,714)
Movement in deferred tax liabilities	(18,591,588)
Impairment loss	63,345,577	0
Gain on bargain purchase	(61,298,445)	0
Ordinary shares issued to Radio Group to settle termination of ANY acquisition in Germany	876,000
Non-cash component of lease expense	1,343,438
Non-cash component of transaction related expenses	700,000
Non-cash component of warrant expense	2,199,625
Loss on share issuance	690,093
Other non-cash expenses		225,301
Changes in operating assets and liabilities:
Increase in accounts receivable	(18,528,451)	(632,120)
Increase in prepaid expense and other current assets with related parties		0
Decrease/(Increase) in prepaid expense and other current assets	(4,052,038)	(1,016,289)
Increase in accounts payable, accrued expenses and other payables	15,007,034	1,108,241
(Decrease)/Increase in payables due to related parties	(1,052,585)	473,567
Increase in deferred revenue	4,437,533	579,208
Increase in other current liabilities	5,314,779
Increase in non-current liabilities	2,307,354
Decrease in lease liabilities	(1,571,787)
Net cash used in operating activities	(63,147,255)	(22,382,670)
Cash Flows from Investing Activities:
Purchase of property and equipment	(90,217)	(8,258)
Additions to intangible assets	(4,088,403)	(3,523,852)
Additions to other digital assets	(19,767,087)
Investment in Art Equities	(5,464,513)
Cash acquired in business combinations	8,361,981
Net cash (used in) investing activities	(24,708,239)	(3,532,110)
Cash Flows from Financing Activities:
Proceeds from merger with Armada		3,361
Proceeds from rights issuance		1,405,592
Proceeds from short-term debt from related party		6,623,541
Repayment of short-term debt obligation from related parties	(4,744,287)	(1,153,750)
Proceeds from convertible promissory loans		11,859,249
Repayment of promissory notes		(1,471,852)
Proceeds from promissory notes	67,705	399,982
Repayments of rights issue		(100,000)
Proceeds from issuance of ordinary shares	251,413,207	18,302,540
Payment of issuance costs related to issuance of ordinary shares	(15,873,000)	(994,450)
Proceeds from exercise of warrants	15,000,000	575,000
Proceeds from long-term debt obligation	27,000,000
Repayment of long-term debt obligation	(33,500,000)
Repayment of debt related to Crownpeak acquisition	(50,548,925)
Net cash flow generated from financing activities	188,814,700	35,449,213
Effect of exchange rate changes on cash	423,499	38,527
Net change in cash	101,382,705	9,572,960
Cash and cash equivalents, beginning of year	9,729,546	156,586
Cash and cash equivalents, end of year	111,112,251	9,729,546
Supplemental disclosure
Share-based payment for development of intangible asset		1,275,000
Cash paid for interest	3,000,000	$ 114,966
Cash paid for taxes	111,788
Debt acquired in Crownpeak acquisition	$ 151,921,625
Number of shares issued as consideration for acquisitions	19,264,956
Prediqt Acquisition [Member]
Cash Flows from Investing Activities:
Acquisition	$ (100,000)
Subsquid Acquisition [Member]
Cash Flows from Investing Activities:
Acquisition	$ (3,560,000)

COMBINED CONSOLIDATED BALANCE SHEETS	Dec. 31, 2025 USD ($)
Assets
Cash and cash equivalents	$ 111,112,251
Accounts receivable and unbilled receivable, net	39,176,319
Prepaid expenses and other current assets	20,040,251
Other receivables	4,621,928
Total current assets	174,950,749
Property and equipment, net	510,745
Intangible assets, net	239,200,952
Crypto intangible assets, net	102,801
Other digital assets, net	16,373,705
Goodwill	168,396,367
Right of use assets	2,985,757
Equity method investments	5,517,613
Other non-current assets	3,695,701
Total non-current assets	436,783,641
Total assets	611,734,390
Current liabilities
Accounts payable	35,714,363
Due to related party	32,918
Accrued expenses and other payables	20,443,717
Short term debt	102,142,933
Short term debt to related party	11,973
Short term convertible debt	1,800,000
Convertible promissory notes	426,537
Ordinary Shares Payable	10,660,000
Share-based payment liability	1,400,000
Derivative liabilities	2,881,469
Income taxes payable	622,496
Deferred revenue	46,500,843
Warrant liability	718,625
Lease liabilities, current portion	1,977,211
Contingent consideration, current portion	27,772,675
Other current liabilities	8,967,140
Total current liabilities	262,072,900
Non-current liabilities
Long term debt	50,092,029
Lease liabilities, non-current portion	827,038
Deferred tax liabilities	28,249,835
Contingent consideration, non-current portion	23,277,895
Other non-current liabilities	399,161
Total non current liabilities	102,845,958
Total liabilities	364,918,858
Commitments (refer to note 18)
Shareholders' Equity/(Deficit)
Ordinary shares, 0.0001 nominal value 336,327,587 shares issued and outstanding as of December 31, 2025; 208,260,754 shares issued and outstanding as of December 31, 2024; 423,495,449 and 256,365,817 shares authorized as of December 31, 2025 and 2024 (refer to note 2.22)	43,817
Additional paid-in capital	605,583,785
Share subscription receivable	(1,143)
Accumulated deficit	(359,619,973)
Accumulated other comprehensive loss	809,046
Total Shareholders' Equity/(Deficit)	246,815,532
Total liabilities and shareholders' equity/(deficit)	$ 611,734,390