Rezolve Ai Ltd (RZLV) filed its latest earnings report on September 1, 2026; detailed figures from it will appear here once available. The most recent complete reporting period is FY 2025. Revenue was $47M, up 2224.2% year-over-year. Net income was -$101M (up 41.3%) and EPS was -$0.38 (up 64.2%). Source: SEC filing.
Rezolve Ai Ltd has not announced its next earnings date. It last reported on September 1, 2026. The Earnings Watcher sends a free email alert the day it files.
Rezolve Ai Ltd (RZLV) filed its latest earnings report on September 1, 2026; detailed figures from it will appear here once available. The most recent complete reporting period is FY 2025. Revenue was $47M, up 2224.2% year-over-year. Net income was -$101M (up 41.3%) and EPS was -$0.38 (up 64.2%).
The full earnings release, as filed with the SEC on September 1, 2026, is available on this page below the summary.
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
REZOLVE AI PLC AND SUBSIDIARIES
Unaudited condensed interim combined consolidated financial statements
For the six months ended June 30, 2026 and 2025
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F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-7 |
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Notes to the condensed interim combined consolidated financial statements (unaudited) |
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F-9 |
REZOLVE AI PLC AND SUBSIDIARIES
Condensed Interim Combined Consolidated Balance Sheets
(In USD'000 except shares and per share data)
(Unaudited)
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June 30, 2026 |
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December 31, 2025 |
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Assets |
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Current assets |
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Cash and cash equivalents |
$ |
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$ |
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Restricted cash |
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— |
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Accounts receivable and unbilled receivable, net |
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Prepaid expenses and other current assets |
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Other receivables |
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Total current assets |
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Non-current assets |
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Property and equipment, net |
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Intangible assets, net |
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Crypto intangible assets, net |
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Other digital assets, net |
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Goodwill |
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Right of use assets |
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Equity method investments |
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Other non-current assets |
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Total non-current assets |
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Total assets |
$ |
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$ |
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Liabilities and Shareholders’ Equity |
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Current liabilities |
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Accounts payable |
$ |
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$ |
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Due to related party |
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— |
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Accrued expenses and other payables |
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Advances from external parties |
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— |
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Short term debt |
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Short term debt to related party |
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Short term convertible debt |
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Convertible promissory notes |
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Ordinary Shares Payable |
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Derivative liabilities |
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— |
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Income taxes payable |
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Deferred revenue |
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Warrant liability |
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— |
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Lease liabilities, current portion |
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Contingent consideration, current portion |
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Other current liabilities |
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Total current liabilities |
$ |
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$ |
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Non-current liabilities |
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Long term debt |
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Lease liabilities, non-current portion |
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Deferred tax liabilities |
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Contingent consideration, non-current portion |
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Other non-current liabilities |
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Total non current liabilities |
$ |
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$ |
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Total liabilities |
$ |
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$ |
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(refer to note 13) |
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Shareholders’ Equity |
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Ordinary shares, £ |
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Additional paid-in capital |
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Share subscription receivable |
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( |
) |
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( |
) |
Accumulated deficit |
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( |
) |
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( |
) |
Accumulated other comprehensive loss |
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( |
) |
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Total shareholders’ equity |
$ |
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$ |
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Total liabilities and shareholders’ equity |
$ |
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$ |
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The accompanying notes are an integral part of these condensed interim combined consolidated financial statements.
REZOLVE AI PLC AND SUBSIDIARIES
Combined Consolidated Statements of Operations
(In USD'000 except shares and per share data)
(Unaudited)
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Six months ended |
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Six months ended |
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Revenue |
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$ |
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$ |
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Operating expenses/(income) |
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Cost of revenue |
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Sales and marketing expenses (including related party transactions of $ |
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General and administrative expenses (including related party transactions of $ |
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Depreciation and amortization expenses |
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Research and development expenses |
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Other operating expense, net |
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Total operating expenses/(income) |
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$ |
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$ |
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Operating loss |
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$ |
( |
) |
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$ |
( |
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Other (expense)/income |
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Interest expense |
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( |
) |
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( |
) |
Gain/(loss) on derivatives |
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( |
) |
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Gain/(loss) on extinguishment |
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( |
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Gain on revaluation of financial asset |
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Loss on revaluation of contingent consideration |
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( |
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— |
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Impairment loss |
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( |
) |
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— |
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Other non-operating (expense)/income, net |
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( |
) |
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Total other expenses, net |
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$ |
( |
) |
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$ |
( |
) |
Loss before provision for income taxes |
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( |
) |
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( |
) |
Income tax benefit/(expense) |
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( |
) |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
Net loss per share, basic and diluted |
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$ |
( |
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$ |
( |
) |
Weighted average shares, basic and diluted |
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The accompanying notes are an integral part of these condensed interim combined consolidated financial statements.
REZOLVE AI PLC AND SUBSIDIARIES
Combined Consolidated Statements of Comprehensive Loss
(In USD'000)
(Unaudited)
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Six months ended |
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Six months ended |
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Net loss |
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$ |
( |
) |
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$ |
( |
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Other comprehensive loss, net of tax |
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Foreign currency translation loss |
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( |
) |
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( |
) |
Total comprehensive loss |
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$ |
( |
) |
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$ |
( |
) |
The accompanying notes are an integral part of these condensed interim combined consolidated financial statements.
REZOLVE AI PLC AND SUBSIDIARIES
Condensed Interim Combined Consolidated Statements of Shareholders’ Deficit
(In USD'000 except shares and per share data)
(Unaudited)
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Ordinary shares |
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Additional |
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Accumulated |
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Share |
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Accumulated |
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Total |
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Shares |
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Value |
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Capital |
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Deficit |
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receivable |
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income |
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Deficit |
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Balance as at January 1, 2026 |
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$ |
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$ |
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$ |
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( |
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$ |
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( |
) |
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$ |
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$ |
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Share-based compensation- employees |
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— |
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— |
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— |
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— |
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— |
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Share-based compensation- related parties |
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— |
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— |
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— |
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— |
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— |
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Ordinary shares issued upon exercise of share options under LTIP by employees |
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— |
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— |
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— |
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— |
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— |
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— |
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Ordinary shares issued upon exercise of share options under LTIP by related parties |
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— |
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— |
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( |
) |
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— |
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( |
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Ordinary shares issued upon acquisitions of businesses |
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— |
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— |
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— |
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Ordinary shares issued in January 2026 private placement offering |
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— |
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— |
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— |
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Issuance costs for ordinary shares issued in January 2026 private placement offering |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
Contingent consideration issued upon acquisition of a business |
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— |
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— |
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— |
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— |
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— |
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Warrants issued upon acquisition of a business |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Foreign currency translation loss |
|
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— |
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|
— |
|
|
|
|
— |
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|
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— |
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— |
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( |
) |
|
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( |
) |
Balance as at June 30, 2026 |
|
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|
$ |
|
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$ |
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|
$ |
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( |
) |
|
$ |
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( |
) |
|
$ |
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( |
) |
|
$ |
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The accompanying notes are an integral part of these condensed interim combined consolidated financial statements.
REZOLVE AI PLC AND SUBSIDIARIES
Condensed Interim Combined Consolidated Statements of Shareholders’ Deficit - continued
(In USD'000 except shares and per share data)
(Unaudited)
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Ordinary shares |
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Additional |
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Accumulated |
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Share |
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Accumulated |
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Total |
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Shares |
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Value |
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Capital |
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Deficit |
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receivable |
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income |
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Deficit |
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Balance as at January 1, 2025 |
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$ |
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$ |
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$ |
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( |
) |
|
$ |
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— |
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$ |
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$ |
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( |
) |
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Share-based compensation- employees |
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— |
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— |
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— |
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— |
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— |
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Shares issued to advisors |
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— |
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— |
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— |
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— |
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Shares issued on conversion of senior secured notes |
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— |
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— |
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— |
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Issuance of ordinary shares upon conversion of advanced subscription |
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— |
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— |
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— |
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— |
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Issuance of ordinary shares under Yorkville Standby Equity Purchase Agreement |
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— |
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— |
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— |
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— |
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Issuance of ordinary shares upon conversion of Yorkville Note |
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— |
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— |
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— |
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— |
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Ordinary shares issued upon exercise of share options by consultants |
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— |
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— |
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— |
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— |
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— |
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— |
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Ordinary shares issued upon exercise of share options under LTIP by employees |
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— |
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— |
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— |
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— |
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— |
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— |
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Ordinary shares issued upon exercise of share options under LTIP by related parties |
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— |
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— |
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( |
) |
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— |
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— |
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Ordinary shares issued to Radio Group to settle termination of ANY acquisition in Germany |
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— |
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— |
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— |
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— |
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Ordinary shares issued upon conversion of convertible notes |
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— |
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— |
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— |
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— |
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Ordinary shares issued in upon conversion of promissory note |
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— |
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— |
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— |
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— |
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Ordinary shares issued upon acquisition of GroupBy |
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— |
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— |
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— |
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Ordinary shares issued in lieu of cash payment for services |
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— |
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— |
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— |
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— |
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Ordinary shares issued upon acquisition of Bluedot Innovation |
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— |
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— |
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— |
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— |
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Ordinary shares issued to DBLP under the rights issue |
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Ordinary share-based compensation issued to related parties |
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— |
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— |
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— |
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— |
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Ordinary shares issued on conversion of advisors loans |
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— |
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— |
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— |
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— |
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Ordinary shares issued upon acquisition of Mpower |
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— |
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— |
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— |
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— |
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Ordinary shares issued to DBLP upon settlement of related party payable |
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— |
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— |
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— |
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— |
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Ordinary shares issued to Western Alliance Bank to settle debt assumed in the GroupBy acquisition |
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— |
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— |
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— |
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|
||||
Net loss |
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— |
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— |
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|
— |
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( |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
Foreign currency translation loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
( |
) |
Balance as at June 30, 2025 |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|||
The accompanying notes are an integral part of these condensed interim combined consolidated financial statements.
REZOLVE AI PLC AND SUBSIDIARIES
Condensed Interim Combined Consolidated Statements of Cash Flows
(In USD'000 except shares)
(Unaudited)
|
|
Six months ended |
|
|
Six months ended |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
$ |
|
( |
) |
$ |
|
( |
) |
Adjustments to reconcile net loss to net cash (used in) operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Share-based compensation for employees |
|
|
|
|
|
|
||
Share-based compensation issued to related parties |
|
|
|
|
|
|
||
Ordinary shares issued in lieu of cash payment for services |
|
|
|
|
|
|
||
Ordinary shares issued to Radio Group to settle termination of ANY acquisition in Germany |
|
|
|
|
|
|
||
Income tax (benefit) expense |
|
|
( |
) |
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
||
Loss/(gain) on derivatives |
|
|
( |
) |
|
|
|
|
Loss on extinguishment |
|
|
( |
) |
|
|
|
|
Loss on revaluation of contingent consideration |
|
|
|
|
|
— |
|
|
Unrealized foreign exchange (gain)/loss |
|
|
|
|
|
( |
) |
|
Gain on revaluation of financial asset |
|
|
|
|
|
( |
) |
|
Movement in deferred tax liabilities |
|
|
( |
) |
|
|
— |
|
Impairment loss |
|
|
|
|
|
— |
|
|
Non-cash component of lease expense |
|
|
|
|
|
|
||
Non-cash component of warrant expense |
|
|
|
|
|
— |
|
|
Loss on share issuance |
|
|
|
|
|
— |
|
|
Other non-cash expenses |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Decrease/(Increase) in accounts receivable |
|
|
( |
) |
|
|
|
|
Decrease/(Increase) in prepaid expense and other current assets |
|
|
|
|
|
( |
) |
|
Decrease/(Increase) in other assets |
|
|
( |
) |
|
|
- |
|
(Decrease)/Increase in accounts payable, accrued expenses and other payables |
|
|
( |
) |
|
|
|
|
(Decrease)/Increase in payables due to related parties |
|
|
|
|
|
( |
) |
|
Decrease in deferred revenue |
|
|
( |
) |
|
|
— |
|
(Decrease)/Increase in other current liabilities |
|
|
( |
) |
|
|
|
|
Increase in non-current liabilities |
|
|
|
|
|
|
||
Decrease in lease liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
$ |
|
( |
) |
$ |
|
( |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchase of property and equipment |
|
|
( |
) |
|
|
( |
) |
Additions to intangible assets |
|
|
( |
) |
|
|
( |
) |
Additions to other digital assets |
|
|
( |
) |
|
|
— |
|
Disposals of other digital assets |
|
|
|
|
|
|
||
Acquisition of Prediqt, net of cash acquired |
|
|
|
|
|
( |
) |
|
Acquisition of Reward |
|
|
( |
) |
|
|
— |
|
Other acquisitions |
|
|
( |
) |
|
|
— |
|
Cash acquired in business combinations |
|
|
|
|
|
|
||
Net cash (used in)/provided by investing activities |
$ |
|
( |
) |
$ |
|
|
|
The accompanying notes are an integral part of these condensed interim combined consolidated financial statements.
REZOLVE AI PLC AND SUBSIDIARIES
Condensed Interim Combined Consolidated Statements of Cash Flows - continued
(In USD'000 except shares)
(Unaudited)
|
|
Six months ended |
|
|
Six months ended |
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from short-term debt |
$ |
|
|
$ |
|
|
||
Repayment of short-term debt obligation |
|
|
( |
) |
|
|
— |
|
Repayment of short-term debt obligation from related parties |
|
|
|
|
|
( |
) |
|
Repayment of advisor loans |
|
|
|
|
|
( |
) |
|
Proceeds from promissory notes |
|
|
|
|
|
|
||
Proceeds from issuance of ordinary shares |
|
|
|
|
|
|
||
Payment of issuance costs related to issuance of ordinary shares |
|
|
( |
) |
|
|
— |
|
Net cash flow provided by financing activities |
$ |
|
|
$ |
|
|
||
Effect of exchange rate changes on cash |
|
|
|
|
|
( |
) |
|
Net change in cash |
$ |
|
( |
) |
$ |
|
|
|
Cash and cash equivalents and restricted cash, beginning of the period |
$ |
|
|
$ |
|
|
||
Cash and cash equivalents and restricted cash, end of the period |
$ |
|
|
$ |
|
|
||
Supplemental disclosures |
|
|
|
|
|
|
||
Cash paid for interest |
$ |
|
|
$ |
|
— |
|
|
Cash paid for taxes |
$ |
|
|
$ |
|
|
||
Number of shares issued as consideration for acquisitions |
|
|
|
|
|
— |
|
|
The accompanying notes are an integral part of these condensed interim combined consolidated financial statements.
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Rezolve Group Limited (“Rezolve” or “the Company”) was incorporated in England and Wales on
Rezolve AI plc is a technology company that builds and sells artificial intelligence-driven commerce and engagement solutions for retailers, brands, manufacturers, banks, and other enterprise customers.
The condensed interim combined consolidated financial statements of Rezolve AI plc and subsidiaries (together “the Company” or “we”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed interim combined consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. These unaudited condensed interim combined consolidated financial statements include all adjustments necessary to fairly state the financial position and the results of the Company's operations and cash flows for interim periods in accordance with US GAAP. The results for any interim period are not necessarily indicative of the results that may be expected for the year ended December 31, 2026 or for any future period.
The condensed interim combined consolidated financial statements have been prepared using the United States Dollar (“$” or “US dollar”) as the reporting currency. The condensed interim combined consolidated financial statements and notes as presented do not contain all information that is included in the annual financial statements and notes thereto of the Company. The condensed interim combined consolidated financial statements and notes included in this Form 6-K should be read in conjunction with the financial statements and notes included in the Company’s 2025 Annual Report on Form 20-F (“Annual Report”) filed with the SEC on March 30, 2026.
The significant accounting policies used in preparation of these condensed interim combined consolidated financial statements as of and for the six months ended June 30, 2026 are consistent with those described in our Annual Report.
Comparative periods include Bluedot Industries as a transfer under common control, retrospectively combined from the beginning of the earliest period presented.
We consolidate investments in companies in which we control directly or indirectly through the control of more than
The Company’s investments companies with interests ranging between
All intercompany balances and transactions have been eliminated.
A list of subsidiaries and Rezolve AI plc’s holding as of June 30, 2026 is as follows:
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Name of the entity |
|
Country of |
|
Group |
Rezolve Taiwan Inc. |
|
|
||
Rezolve Technology (India) Private Limited |
|
|
||
Rezolve Mobile Commerce Inc. |
|
|
||
Rezolve Technology S.L. |
|
|
||
Rezolve AI IP Holdings Limited |
|
|
||
Rezolve Ai Finance LLC |
|
|
||
Rezolve Ai Finance Holdings LLC |
|
|
||
Armada Acquisition Corp. I |
|
|
||
GroupBy Inc. |
|
|
||
GroupBy International Ltd |
|
|
||
GroupBy USA Inc. |
|
|
||
GroupBy UK Ltd |
|
|
||
Bluedot Industries Pty. Ltd |
|
|
||
Bluedot Industries, Inc. |
|
|
||
Bluedot Innovation Pty. Ltd |
|
|
||
Prediqt Business Solutions Private Limited |
|
|
||
Mpower Plus Global Limited |
|
|
||
Mpower Plus Poland SP Z o.o |
|
|
||
Mpower Plus France SARL |
|
|
||
Mpower Plus B.V. |
|
|
||
Mpower PLUS Global PTE. Ltd. |
|
|
||
Mpower Plus Hungary KFT |
|
|
||
MPower Plus BVBA |
|
|
||
MPower Plus Deutschland GmbH |
|
|
||
MPower Plus Global Malaysia SDN BHD |
|
|
||
MP PLUS RM S.R.L |
|
|
||
Visenze Pte. Ltd. |
|
|
||
Visenze Inc. |
|
|
||
Visenze Technology (Beijing) Co., Ltd |
|
|
||
Subsquid Labs GmbH |
|
|
||
Scale Up Commerce Ltd. |
|
|
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Name of the entity |
|
Country of |
|
Group |
Crownpeak Intermediate Holdings, Inc. |
|
|
||
Crownpeak Technology, Inc. |
|
|
||
Magus Research Limited |
|
|
||
Evidon, Inc. |
|
|
||
e-Spirit Inc. |
|
|
||
Crownpeak Technology,GmbH. |
|
|
||
Ilumino, LLC |
|
|
||
Aegean Bidco Limited |
|
|
||
ATTRAQT Group Limited |
|
|
||
ATTRAQT Limited |
|
|
||
ATTRAQT, Inc. |
|
|
||
Early Birds SAS |
|
|
||
Fredhopper B.V. |
|
|
||
Spring Technologies EOOD |
|
|
||
Fredhopper (Australia) Pyt Ltd. |
|
|
||
Fredhopper GmbH |
|
|
||
Fredhopper SARL |
|
|
||
Techouts Inc. |
|
|
||
Techouts Solutions India Private Limited |
|
|
||
ValueAdd Softtech & Systems Private Limited |
|
|
||
VAST US Systems Inc. |
|
|
||
Reward Loyalty UK Limited |
|
|
||
Sports Loyalty Card Limited |
|
|
||
Hospitality Data Insights Ltd |
|
|
||
Impact Information Company Ltd |
|
|
||
Reward Loyalty & Analytics Ltd |
|
|
||
Reward Loyalty East Pte Ltd |
|
|
||
Advanced Commerce Ltd |
|
|
||
Metakeep (De Merger Sub 021726, Inc) |
|
|
||
Analytics SEO Limited |
|
|
||
Analytics SEO LLC |
|
|
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable, provided that early adoption is permitted by the new or revised accounting standard. The Company has elected to not opt out of such extended transition period, which means that the Company, as an emerging growth company, can adopt new or revised standard at the same time as private companies. While the Company may early adopt the new or revised standard if the standard permits, it is able to avail itself of any additional transition time which is granted to private companies. This may make comparison of the Company’s Condensed Interim Combined Consolidated Financial Statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
As of June 30, 2026, the Company ceased to qualify as an emerging growth company under the JOBS Act as a result of the market value of its common equity held by non-affiliates exceeding $700 million as of such date, as measured in accordance with Rule 12b-2 under the Securities Exchange Act of 1934, as amended. Accordingly, the Company is no longer able to avail itself of the extended transition period for complying with new or revised accounting standards. From June 30, 2026, onwards, the Company is required to comply with new or revised financial accounting standards at the same time as other public companies that are not emerging growth companies.
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Pursuant to ASC 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these Condensed Interim Combined Consolidated Financial Statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s Condensed Interim Combined Consolidated Financial Statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for the foreseeable future.
As of June 30, 2026, the Company had an accumulated deficit of $
Management's plans to alleviate the substantial doubt about the Company’s ability to continue as a going concern, as described above, includes the following actions:
The Company has recently raised gross proceeds of $289.9 million from the following transactions:
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
The preparation of financial statements in conformity with US GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and liabilities at the date of financial statements and the results of operations during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, deferred income taxes and related valuation allowances, fair value measurements, useful lives of long-lived assets, capitalized software and share-based compensation. Management believes that the estimates used in the preparation of the Condensed Interim Combined Consolidated Financial Statements are prudent and reasonable. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from estimates
Accounts receivable and unbilled receivable, net consisted of the following as of:
|
|
June 30, 2026 |
December 31, 2025 |
|
||||
Accounts receivable |
$ |
|
|
$ |
|
|
||
Allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
Unbilled receivable |
|
|
|
|
|
|
||
Accounts receivable and unbilled receivable, net |
$ |
|
|
$ |
|
|
||
Account receivable consists primarily of amounts related to fees charged to customers. Unbilled receivables arise when the timing of our billing to customers differs from the timing of revenue recognition for the obligations performed. Credit is extended based on evaluation of a customer’s financial condition and generally collateral is not required. Accounts receivable is stated at amounts due from customers net of an allowance for expected credit losses.
The allowance for expected credit losses is based upon our current estimate of lifetime expected credit losses related to uncollectible accounts receivable. The Company evaluates the need for an allowance for expected credit losses based on historical collection trends, prevailing and anticipated macroeconomic conditions and specific customer credit risk. ASU 2025-05 provides entities with an additional practical expedient for estimating expected credit losses on current accounts receivable arising from revenue transactions under ASC 606. Under this practical expedient, the Company is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable remain unchanged for the remaining life of those assets.
The allowance for expected credit losses at June 30, 2026 and December 31, 2025 primarily relate to customer contracts acquired in connection with business combinations completed during 2025 and during the six months ended June 30, 2026.
Unbilled receivables increased from $5.0 million to $47.4 million primarily due to growth in the Company’s revenue base.
Computer software
Computer software acquired separately is measured on initial recognition at cost. Following initial recognition, such assets are carried at cost less any accumulated amortization and any accumulated impairment losses, however, there have been no indicators of impairment identified during the six months ended June 30, 2026 and 2025.
Computer software assets are amortized over their useful economic life less their estimated residual value and assessed for impairment whenever there is an indication that the intangible asset may be impaired. Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the net carrying amount of the asset and are recognized in profit or loss in the consolidated statement of operations when the asset is derecognized.
The initial useful lives of computer software assets as estimated by management are summarized as follows:
Assets |
|
Useful life |
Software |
|
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Internal-use software
We capitalize internal and external costs directly associated with the development of internal-use software. Maintenance and training costs, as well as costs incurred during the preliminary stage of an internal-use software development project, are expensed as incurred.
The Company has not commenced amortizing the in-development software as it not yet ready for its intended use. The Company reviews internal-use software for impairment when an event or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. There were no indicators of impairment for internal-use software identified during the six months ended June 30, 2026 and 2025.
Developed technology
We have developed technology that were acquired through a business combination. At the time of each acquisition, fair value was estimated using a relief from royalty method which included various assumptions requiring judgment, including projected future cash flows, discount rates, and market royalty rates.
The Company reviews developed technology for impairment when an event or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. There were no indicators of impairment for developed technology identified during the six months ended June 30, 2026 and 2025. For additional information, see Notes 4 and 6.
Assets |
|
Useful life |
Developed technology |
|
Customer contracts and related relationships
We have customer contracts and related relationships that were acquired through a business combination. At the time of each acquisition, fair value was estimated using an excess earnings methodology (Multi-Period Excess Earnings Method ("MPEEM")). The MPEEM is a variation of discounted cash-flow analysis which utilizes internally developed discounted future cash flow models and third-party valuation specialist models, which include various assumptions requiring judgment, including projected future cash flows and discount rates.
The Company reviews customer contracts and related relationships for impairment when an event or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. There were no indicators of impairment for customer contracts and related relationships identified during the six months ended June 30, 2026 and 2025. For additional information, see Notes 4 and 6.
Assets |
|
Useful life |
Customer contracts and related relationships |
|
Recruitment database
We have a recruitment database that was acquired through a business combination. At the time of the acquisition, fair value was estimated using a replacement cost method. The replacement cost method considers an estimate of the costs to recreate the recruitment database (software, data acquisition, labor, overhead), opportunity costs representing forgone returns and obsolescence of the recruitment database.
The Company reviews the recruitment database for impairment when an event or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. There were no indicators of impairment for the recruitment database identified during the six months ended June 30, 2026 and 2025. For additional information, see Notes 4 and 6.
Assets |
|
Useful life |
Recruitment database |
|
Crypto intangible assets, net
Crypto intangible assets consists of crypto assets such as Bitcoin (“BTC”) and Ethereum (“ETH”).
The Company accounts for its crypto assets in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets. The Company’s crypto assets meet the definition of in-scope crypto intangible assets under this guidance.
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
The Company accounts for its crypto intangible assets as indefinite-lived intangible assets, as there are no legal, regulatory, contractual, competitive, economic, or other factors that limit their useful lives. Accordingly, crypto intangible assets such as BTC and ETH are considered to have indefinite useful lives.
Crypto intangible assets received in exchange for goods or services are initially measured at their fair value on the transaction date. Crypto intangible assets purchased for cash are initially recorded at cost, which includes the purchase price and any directly attributable transaction costs or fees. Subsequent to initial recognition, the Company measures all in-scope crypto intangible assets at fair value at each reporting period, with changes in fair value recognized in earnings in the period in which they occur.
Crypto intangible assets are presented separately from other intangible assets on the Company’s combined consolidated balance sheet within Crypto intangible assets, net. Gains and losses resulting from changes in fair value are included in Other income (expense), net in the combined consolidated statements of operations. For additional information, see Note 6.
Other digital assets, net
Other digital assets consist of SQD tokens, a utility token created and issued by Subsquid.
The SQD tokens do not qualify as a crypto asset within the scope of ASC 350-60.
In-scope and out-of-scope crypto intangible assets are subject to the same recognition and initial measurement guidance when purchased or otherwise acquired. SQD tokens that are purchased or otherwise acquired are initially measured at fair value on the transaction date. The fair value of SQD tokens is determined using a market approach based on the traded price observed on the transaction date. There is no pricing information available from a National Price Desk for SQD tokens that would otherwise represent a quoted price in an active market and qualify as a Level 1 input in the fair value hierarchy. Accordingly, the Company estimates fair value using pricing information obtained from market aggregators that compile trading data from active exchanges. The prices obtained from these market aggregators represent observable market data but are not directly quoted prices for identical assets in an active market. As a result, the Company classifies the inputs used in determining the fair value of SQD tokens as Level 2 inputs within the fair value hierarchy. These prices reflect active market transactions for SQD tokens at or near the measurement date.
For SQD tokens that are self-issued by Subsquid, rather than purchased or otherwise acquired, no specific capitalization criteria are met. Accordingly, costs incurred in connection with the creation of SQD tokens are expensed as incurred and are not capitalized, resulting in a carrying amount of
The Company accounts for the SQD tokens as indefinite-lived intangible assets, as there are no legal, regulatory, contractual, competitive, economic, or other factors that limit their useful lives. Accordingly, utility tokens such as SQD tokens are considered to have indefinite useful lives.
Other digital assets are presented separately from other intangible assets on the Company’s combined consolidated balance sheet within Other digital assets, net.
Indefinite-lived digital assets are not amortized but are reviewed for impairment at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Such events or circumstances may include significant declines in market prices, adverse regulatory or legal developments, or other market-based indicators.
During the six months ended June 30, 2026, the market price of the SQD token experienced a decline, which the Company determined to be a triggering event requiring an interim impairment assessment. The SQD tokens were written down to the lowest observable market price during the reporting period. As a result, the Company recognized an impairment charge of approximately $
For additional information, see Notes 4 and 6.
Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified or separately recognized. Goodwill is subject to an impairment test at least annually or when events or changes in circumstances indicate that it may be impaired. In assessing impairment, the Company performs either a quantitative or a qualitative analysis.
Determining the fair value of the Company’s single reporting unit for goodwill requires significant estimates and judgments by
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
management. When a quantitative analysis is performed, the Company generally uses the income approach, which requires several estimates, including future cash flows consistent with management’s strategic plans, sales growth rates and the selection of royalty rates and discount rates. There were no indicators of impairment for goodwill identified during the six months ended June 30, 2026 and 2025. For additional information, see Notes 4 and 6.
The Company reviews assets, including the property and equipment and definite-life intangible assets, for impairment when an event or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from use of the asset and its eventual disposition are less than the carrying amount. Impairment loss, if any, is measured as the difference between the fair value of an asset, as measured by discounted cash flows and the asset’s carrying value. There were no indicators of impairment for any of the long-lived assets identified during the six months ended June 30, 2026 and 2025.
When the terms of a financial asset involve returns that vary in timing or amounts, the Company evaluates the financial asset to determine if there are any freestanding or embedded derivatives that should be accounted for separately. The Company separates the embedded derivative from its host contract and account for as a derivative instrument “if and only if” all of the specified criteria in ASC 815 are met.
The fair value option (FVO) for financial instruments under ASC 825-10 can generally be applied to hybrid instruments, subject to certain limitations. In addition, ASC 815 provides an instrument-by-instrument fair value election for hybrid financial instruments that would require an embedded derivative to be bifurcated. Under either election, the hybrid financial instrument is carried at fair value with the change in fair value recognized currently in earnings, except for the effect of changes in own credit, which are recognized in other comprehensive income.
The Company holds deposits in certain stable coins, including US Dollar Tether (“USDT”) and USD Coin (“USDC”). Stable coins differ from other crypto assets in that they are designed to maintain a stable value by pegging their price to a fiat currency. USDT and USDC are each intended to maintain a value of approximately one US dollar per token. These stable coins meet the definition of a financial asset under ASC 825-10-20 because they represent a contractual claim on the issuer that obligates the issuer to deliver cash (US dollars) upon redemption. As a result, the Company accounts for these stable coin holdings as financial assets rather than as crypto intangible assets. Because the stable coins are designed to maintain a value equivalent to one U.S. dollar and are redeemable with the issuer, the carrying value of the Company’s stable coin deposits approximates fair value. Stable coin deposits of $
Under ASC 606, the Company determines revenue recognition through the following steps:
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
For revenue generated from contracts with customers involving another party, the Company evaluates whether it is acting as the principal or the agent in the transaction. This determination requires significant judgment and impacts the amount and timing of revenue recognized. The Company determines whether it is a principal or an agent, which is dependent on whether the Company has control of the specified goods or services before they are transferred to the customer, whether the Company is primarily responsible for fulfillment, whether the Company has inventory risk and whether the Company has latitude in establishing price. Revenues are recognized on a gross basis if the Company is acting in the capacity of a principal and on a net basis if it’s acting in the capacity of an agent.
The Company generates revenues primarily from
Revenue generated from cloud-based software solutions, include the SaaS (software as a service) products such as the following:
These cloud-based software solutions are sold to customers through hosting arrangements, whereby we run the software applications on our own platforms. Access to these platforms are provided to customers on either a consumption or subscription basis and generally have contract terms longer than a year. Revenues related to cloud-based software solutions provided on a consumption basis are recognized when the customer utilizes the cloud-based software solutions, based on the quantity consumed. Revenues related to cloud-based software solutions provided on a subscription basis are recognized ratably over the contract term as the customer receives and consumes the benefits of the cloud-based software solutions. Usage-based fees earned in exchange for the use of the Company’s software licenses and subscription services in excess of committed usage are recognized in the period when usage occurs.
The Company may receive upfront, non-refundable consideration at which time the performance obligation has not yet been satisfied and will only be satisfied over time (over the duration of the contract term). This upfront, non-refundable consideration (deferred revenue) is recognized as revenue over time as the performance obligation is satisfied. The deferred revenue balance of $
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Revenue related to configuration and ongoing technical support services are recognized ratably over the contract term as the customer receives and consumes the benefits of these services.
Revenues from the sale of professional services include information technology ("IT") and information technology enabled services. The Company provides professional services, which include project managers, specialists and engineers, recommending, designing and implementing IT solutions. The Company is primarily responsible for the fulfillment and acceptability of the professional services and has control over how to provide the requested services. As a result, the Company is the principal, and professional services revenue is recognized on a gross basis ratably over the contract term as the customer receives and consumes the benefits of these services.
Revenue generated from developing and operating customer engagement, loyalty and commerce technology platforms, especially for banks, payment networks and retail partners, include the following:
The Company also continues to earn revenue from commission from sales of football tickets for La Liga in Spain through its platform technology. La Liga pays a commission for each football ticket sold through our platform technology. Revenue is recognized in accordance with ASC 606 “Revenue from Contracts with Customers” at the point in time when a football ticket is sold on our platform technology.
Disaggregation of revenue
The following table presents revenue by geographical region:
|
|
Six months ended |
|
|
Six months ended |
|
||
North America |
$ |
|
|
$ |
|
|
||
United Kingdom and Europe |
|
|
|
|
|
|
||
Asia Pacific |
|
|
|
|
|
|
||
Total Revenue |
$ |
|
|
$ |
|
|
||
For the six months ended June 30, 2026, the Company had
Costs capitalized to obtain contracts with customers
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Contract costs primarily consist of sales commission that qualify for capitalization since these payments are directly related to sales achieved during a time period. When the Company recognizes revenue related to these customer contracts ratably over the contract term as the customer receives and consumes the benefits of the cloud-based software solutions and services, the commission costs related to these customer contracts are amortized ratably over the same period.
Costs to obtain a contract that will be amortized within the succeeding 12-month period are classified as current and included in Prepaid expenses and other current assets on the combined consolidated balance sheets. The remaining balance is classified as non-current and are included in Other non-current assets on the combined consolidated balance sheets. Amortization expense is included in Sales and marketing expenses in the combined consolidated statements of operations. Deferred commissions are periodically analyzed for impairment.
The Company did
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||
Opening balance, net |
|
$ |
|
|
|
$ |
|
— |
|
|
Acquired through business combinations |
|
|
|
— |
|
|
|
|
|
|
Additions during the year |
|
|
|
|
|
|
|
|
||
Amortization during the year |
|
|
|
( |
) |
|
|
|
( |
) |
Closing balance, net |
|
$ |
|
|
|
$ |
|
|
||
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Group’s is the Company’s CODM.
At June 30, 2026, there have not been any changes in the internal organization that affects how the CODM allocates resources and assesses the performance of the Company.
As the Company operates as
The CODM does not review assets at a different level or category than those disclosed in the condensed interim combined consolidated balance sheet.
Authorized and Outstanding Shares
As of June 30, 2026 and December 31, 2025, the Company has one class of issued shares, ordinary shares.
Each ordinary shareholder are entitled to
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
majority of the shareholders. As of June 30, 2026 and December 31, 2025, the Company’s Board of Directors had
The authorized and outstanding shares as of June 30, 2026 and December 31, 2025 as are follows:
Accumulated deficit includes current and prior period losses. Accumulated other comprehensive losses primarily consists of foreign currency translation reserves. Additional paid in capital primarily consists of additional subscription consideration received over and above the par value of the shares as well as the fair value of share-based payments.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price at which an asset could be exchanged or a liability transferred in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or derived from such prices. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.
The Company reports all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.
Fair value measurement at reporting date:
Description |
|
Level 1 |
|
|
Level 2 |
|
Level 3 |
|
||||
June 30, 2026 |
|
|
|
|
|
|
|
|
|
|||
Fair value on recurring basis |
|
|
|
|
|
|
|
|
|
|||
(3) Crypto intangible assets |
$ |
|
|
$ |
— |
|
$ |
— |
|
|||
(4) Contingent consideration |
$ |
— |
|
$ |
— |
|
$ |
|
|
|||
Fair value on non-recurring basis |
|
|
|
|
|
|
|
|
|
|||
(5) Other digital assets |
$ |
— |
|
$ |
|
|
$ |
— |
|
|||
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|||
Fair value on recurring basis |
|
|
|
|
|
|
|
|
|
|||
(1) Share-based payment liability |
$ |
|
|
$ |
— |
|
$ |
— |
|
|||
(2) Derivative liability |
$ |
— |
|
$ |
|
|
$ |
— |
|
|||
(3) Crypto intangible assets |
$ |
|
|
$ |
— |
|
$ |
— |
|
|||
(4) Contingent consideration |
$ |
— |
|
$ |
— |
|
$ |
|
|
|||
Fair value on non-recurring basis |
|
|
|
|
|
|
|
|
|
|||
(5) Other digital assets |
$ |
— |
|
$ |
|
|
$ |
— |
|
|||
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
|
|
Six months ended |
|
|
Beginning balance |
$ |
|
|
|
Additions |
|
|
|
|
Earned |
|
|
( |
) |
Loss on revaluation |
|
|
|
|
Ending balance |
$ |
|
|
|
The carrying amount of the Company’s cash, accounts receivable, accounts payable and accrued expenses approximated their fair values due to their short term to maturity.
Credit risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivables. The Company’s cash in deposited in accounts at large financial institutions. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash are held.
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Accounts receivable are potentially subject to credit risk concentration. The Company has not experienced any material losses related to concentrations during the periods presented.
There were no customers that accounted for more than 10% of the Company’s total accounts receivable at June 30, 2026.
At December 31, 2025, the following customers represent more than 10% of total accounts receivable.
|
|
December 31, 2025 |
|
Servicios Liverpool, S.A. de C.V. |
|
% |
|
Accounts payable include balances for work incurred by third parties for the benefit of the Company.
Foreign currency risk
During the six months ended June 30, 2026, the Company’s revenue was primarily denominated in US Dollar, the Euro (“EUR”), Great British Pounds (“GBP”), Australian Dollars (“AUD”), Polish Zloty (“PLN”) and Indian Rupees (“INR”). Based upon the Company’s level of operations for the six months ended June 30, 2026, a sensitivity analysis shows that a
During the six months ended June 30, 2025, the Company’s revenue was denominated in US Dollar, the Euro (“EUR”), Australian Dollars (“AUD”), Polish Zloty (“PLN”) and Indian Rupees (“INR”). Based upon the Company’s level of operations for the six months ended June 30, 2025, a sensitivity analysis shows that a
In accordance with ASC 260 Earnings Per Share, basic earnings per share, basic net loss per share is based on the weighted average number of ordinary shares issued and outstanding and is calculated by dividing net loss attributable to ordinary shareholders by the weighted average shares outstanding during the period.
Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares used in the net loss per share calculation plus the number of ordinary shares that would be issued assuming conversion of all potentially dilutive securities outstanding. If the Company reports a net loss, the computation of diluted loss per share excludes the effect of dilutive ordinary share equivalents, as their effect would be antidilutive. Diluted loss per share is equal to the net loss per share as all potentially dilutive securities are anti-dilutive in the periods presented. For the six months ended June 30, 2026 and 2025 the Company incurred net losses and therefore no potential dilutive ordinary share were utilized in the calculation of losses per share.
If the Company reports net income, basic earnings per share is based on the weighted average number of ordinary issued and outstanding and is calculated by dividing net income attributable to ordinary shareholders by the weighted average shares outstanding during the period.
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares used in the net earnings per share calculation plus the number of ordinary shares that would be issued assuming conversion of all potentially dilutive securities outstanding.
The following table presents the potential shares of ordinary shares outstanding that were excluded from the computation of diluted net loss per share of ordinary shares as of the periods presented because including them would have been antidilutive:
|
|
June 30, 2026 |
|
|
June 30, 2025 |
|
||
Convertible debt |
|
|
|
|
|
|
||
Shares payable (see note 7) |
|
|
|
|
|
|
||
Warrants |
|
|
|
|
|
|
||
Share options |
|
|
|
|
|
|
||
Convertible promissory notes (see note 7) |
|
|
|
|
|
|
||
Advisors Loans |
|
— |
|
|
|
|
||
Total |
|
|
|
|
|
|
||
The Company uses the “if converted” method for calculating the dilutive effect of the convertible debt and shares payable and the treasury share method for calculating the dilutive effect of the options and warrants. The Company included the deferred shares as they are expected to be converted to ordinary shares in the future.
Certain amounts reported in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported net income, total assets, total liabilities, or shareholders’ equity. During the six months ended June 30, 2025, Research and development expenses were presented in the condensed interim combined consolidated statement of operations within the General and administrative expenses line. In the condensed interim combined consolidated statement of operations for the year ended six months ended June 30, 2026, Research and development expenses from the comparative period have been reclassified to conform to the current period presentation. At June 30, 2026, the Share-based payment liability was reclassified to Ordinary Shares Payable as the underlying share options were fully vested and exercisable at any time. The Share-based payment liability for the comparative period have been reclassified to conform to the current period presentation.
As of June 30, 2026, the Company ceased to qualify as an emerging growth company under the JOBS Act as a result of the market value of its common equity held by non-affiliates exceeding $
In May 2026, the FASB issued Accounting Standards Update (ASU) No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). This standard establishes guidance for the recognition, measurement and disclosure of environmental credits and environmental credit obligations. The guidance will be effective for the annual periods beginning the year ending December 31, 2028, and interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance is required to be applied on a retrospective basis. The Company is evaluating the effect that this guidance will have on its consolidated financial statements and related disclosures.
In December 2025, the Financial Accounting Standards Board (the “FASB”) issued ASU 2025‑11, Interim Reporting (Topic 270): Narrow‑Scope Improvements. The amendments clarify the applicability, content, and disclosure requirements for interim financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). The objective of ASU 2025‑11 is to improve the clarity and navigability of Topic 270 by consolidating existing interim reporting guidance, specifying required
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
disclosures, and establishing a principle that entities disclose events and changes occurring after the most recent annual reporting period that have a material impact on the entity. ASU 2025‑11 is effective for interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact on the Company’s interim reporting and disclosures.
In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (ASU 2025-10) to establish authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities. The guidance will be effective for the annual periods beginning after December 15, 2028 including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance can be applied using a modified prospective, modified retrospective, or under a retrospective approach. The Company is currently evaluating the impact of ASU 2025-10 on its consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) - Hedge Accounting Improvements (“ASU 2025-09”). The amendments in this update aim to better align financial reporting with an entity's risk management strategies. It makes improvements in five key areas to help entities achieve and maintain hedge accounting for highly effective economic hedges. Improvements include changes to similar risk assessment for cash flow hedges, a new model for Choose-Your-Rate debt instruments, a principles-based approach for non-financial forecasted transactions, clarification on net written options, and addressing the mismatch in dual-hedge accounting ASU 2025-09 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of ASU 2025-09 on its consolidated financial statements.
In November 2025, the FASB issued ASU 2025-08 "Financial Instruments — Credit Losses (Topic 326): Purchased Loans." ASU 2025-08 expands the population of acquired financial assets subject to the gross-up approach to purchased seasoned loans. Under the gross-up approach, acquired financial assets that are determined to be seasoned are recognized at amortized cost basis offset by allowance for credit losses at acquisition. No provision for loan losses is recognized at acquisition. All non-purchase credit deteriorated loans acquired in a business combination are deemed seasoned. Other non-purchase credit deteriorated loans are deemed seasoned if purchased at least ninety days after origination and the acquirer was not involved in the origination. This update is effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. Entities should apply the amendments prospectively to loans acquired on or after the adoption date. The Company is currently evaluating the impact of the adoption of ASU 2025-08 on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging and Revenue from Contracts with Customers, which refines the scope of the guidance on derivatives in ASC 815 and clarifies the guidance on share-based payments from a customer in ASC 606. This ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those annual reporting periods, with early adoption permitted. The guidance can be applied prospectively to new contracts entered into on or after the date of adoption or on a modified retrospective basis for contracts existing as of the beginning of the annual reporting period of adoption. The Company is currently evaluating the impacts of ASU 2025-07 on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025‑06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"). ASU 2025-06 removes the existing project stage model and introduces new capitalization criteria based on management authorization and the probability of project completion. It also clarifies the treatment of software development uncertainty and incorporates guidance on website development costs. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.
In May 2025, the FASB issued ASU No. 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer.” This ASU clarifies the accounting treatment of share-based compensation payable to a customer. This guidance is effective for the Company for fiscal years beginning after December 15, 2026. The Company is currently evaluating the impact of adopting ASU 2025-04 on its consolidated financial statements and related disclosures.
In May 2025, the FASB issued ASU No. 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity.” This ASU clarifies the guidance regarding the identification of the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity. This guidance is effective for the Company for fiscal years beginning after December 15, 2026. The Company is currently evaluating the impact of adopting ASU 2025-03 on its consolidated financial statements and related disclosures.
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. ASU 2024-03, as clarified by ASU 2025-01 is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements and related disclosures.
Acquisition-date disclosures included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025 are not repeated in these condensed interim combined consolidated financial statements. Current-period transactions are disclosed below and in the relevant notes.
Subsquid transaction
On June 19, 2026, the Company transferred 100% of the equity interests in Subsquid Labs GmbH to Epicurean Capital GmbH for nominal cash consideration. The Company concluded that it retained effective control under ASC 810 through an irrevocable call option, substantive consent rights and pre-signed transfer documentation. Accordingly, Subsquid remains consolidated and no gain or loss was recognized.
Under the terms of the Subsquid sale agreement, Epicurean is committed to contribute $
Concurrently with the execution of the Subsquid sale agreement, the following liabilities and purchase commitments of the Company were also cancelled:
Reward acquisition
On February 10, 2026, the Company acquired all of the issued share capital of Reward Loyalty UK Limited (“Reward”) for approximately $228.6 million, subject to customary adjustments.
On June 4, 2026, certain sellers waived $14.0 million of warranty-retention amounts in exchange for warrants to purchase 4,670,000 ordinary shares. The waiver reduced purchase consideration by approximately $10.4 million. The Company recognized $3.2 million of warrant value as consideration transferred and $2.5 million as compensation for post-combination services.
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
The acquisition was accounted for under ASC 805. The purchase price allocation remained provisional at June 30, 2026. The preliminary allocation of consideration was as follows:
Consideration |
|
|
|
|
Cash |
$ |
|
|
|
Ordinary shares payable |
|
|
|
|
Fair value of total consideration transferred |
$ |
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed: |
|
|
|
|
Current assets (1) |
$ |
|
|
|
Property, plant & equipment |
|
|
|
|
Trade names and Trademarks |
|
|
|
|
Developed Technology |
|
|
|
|
Customer Relationships |
|
|
|
|
Non competition agreement |
|
|
|
|
Right of use assets |
|
|
|
|
Non-current liabilities (2) |
|
|
( |
) |
Current liabilities (3) |
|
|
( |
) |
Deferred tax liability |
|
|
( |
) |
Total identifiable net assets |
$ |
|
|
|
Goodwill |
|
|
|
|
Total estimated preliminary purchase price allocation |
$ |
|
|
|
Goodwill generated from this business combination is primarily attributable to synergies between the Company's and Reward's respective products. Goodwill will not be deductible for tax purposes.
The Company recognized $
The following table presents amounts of Reward's revenue and net loss included in the Company's combined consolidated statements of operations for six months ended June 30, 2026 and the unaudited pro forma combined results of the Company and Reward as if the Reward acquisition had occurred on January 1, 2025 in USD' millions:
|
Revenue |
|
|
Net loss |
|
||||
|
|
In USD'millions |
|
|
|
In USD'millions |
|
||
Reward actual from February 10, 2026 to June 30, 2026 |
$ |
|
|
|
$ |
|
( |
) |
|
Unaudited pro forma combined from January 1, 2026 to June 30, 2026 |
|
|
|
|
|
|
( |
) |
|
Unaudited pro forma combined from January 1, 2025 to June 30, 2025 |
|
|
|
|
|
|
( |
) |
|
Other acquisitions
During the six months ended June 30, 2026, the Company completed three business combinations for aggregate consideration of $17.4 million, including $2.4 million in cash, $12.9 million in equity consideration and $2.1 million of contingent consideration (equity classified).
The acquisitions were accounted for under ASC 805, and the aggregate purchase price allocation remained provisional at June 30, 2026. The preliminary allocation was as follows:
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Consideration |
|
|
|
|
Ordinary shares of Rezolve |
$ |
|
|
|
Cash consideration |
|
|
|
|
Contingent consideration |
|
|
|
|
Fair value of total consideration transferred |
$ |
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed: |
|
|
|
|
Cash and cash equivalents |
|
|
|
|
Accounts receivable |
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
Developed technology (intangible asset) |
|
|
|
|
Customer contracts and related relationships (intangible asset) |
|
|
|
|
Other non-current assets |
|
|
|
|
Accounts payable and accrued liabilities |
|
|
( |
) |
Other current liabilities |
|
|
( |
) |
Other non-current liabilities |
|
|
( |
) |
Total identifiable net assets |
$ |
|
|
|
Goodwill |
|
|
|
|
Total estimated preliminary purchase price allocation |
$ |
|
|
|
Goodwill generated from this business combination is primarily attributable to synergies between the Company's and the acquired entities' respective products and services. Goodwill will not be deductible for tax purposes.
The impact of transaction costs, primarily related to regulatory, financial advisory, and legal fees, recognized in operating expenses in the combined consolidated statements of operations during the six months ended June 30, 2026 was not material.
Pro forma results of operations have not been presented as the impact on the Company’s combined consolidated statements of operations for the six months ended June 30, 2026 and 2025 is not material.
The Company also completed an acquisition of Web3 infrastructure assets focused on blockchain-based payments, digital wallets, identity/security infrastructure, and developer tools for crypto-enabled applications during the six months ended June 30, 2026. The Company accounted for this acquisition as an asset acquisition. As a result, the Company recognized an intangible asset for developed technology of $
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||
Prepaid expenses |
|
$ |
|
|
|
$ |
|
|
||
Receivable from government authorities |
|
|
|
— |
|
|
|
|
||
Income tax receivable and input tax credits |
|
|
|
|
|
|
|
|
||
Current contract costs (1) |
|
|
|
— |
|
|
|
|
|
|
Other current assets |
|
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
|
$ |
|
|
||
(1) Represents the current portion of the asset recognized from the costs to obtain contracts with customers. See Note 2.11 for more information.
During the six months ended June 30, 2026 and 2025, our business combinations generated $
The following table sets forth the major categories of the intangible assets at June 30, 2026:
|
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
In-development intangible asset, net |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
||
Software |
|
$ |
|
|
$ |
|
|
||
Less—Accumulated amortization for Software |
|
|
|
( |
) |
|
|
( |
) |
Software, net |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
||
Developed technology |
|
|
|
|
|
|
|
||
Less—Accumulated amortization for Developed technology |
|
|
|
( |
) |
|
|
( |
) |
Developed technology, net |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
||
Customer contracts and related relationships |
|
|
|
|
|
|
|
||
Less—Accumulated amortization for Customer contracts and related relationships |
|
|
|
( |
) |
|
|
( |
) |
Customer contracts and related relationships, net |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
||
Patents and trademarks |
|
|
|
|
|
|
|
||
Less—Accumulated amortization for Patents and trademarks |
|
|
|
( |
) |
|
|
( |
) |
Patents and trademarks, net |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
||
Recruitment database |
|
|
|
|
|
|
|
||
Less—Accumulated amortization for Recruitment database |
|
|
|
( |
) |
|
|
( |
) |
Recruitment database, net |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
||
Intangible assets, net |
|
$ |
|
|
$ |
|
|
||
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
The following table sets forth crypto intangible assets and other digital assets at June 30, 2026:
|
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Crypto intangible assets, net |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
||
Other digital assets |
|
|
|
|
|
|
|
||
Less—Impairment charge for Other digital assets |
|
|
|
( |
) |
|
|
( |
) |
Other digital assets, net |
|
$ |
|
|
$ |
|
|
||
Amortization expense for software for the six months ended June 30, 2026 and 2025 was $
As of June 30, 2026, expected amortization expense for intangible assets over its remaining life is as follows:
Remainder of 2026 |
|
$ |
|
|
|
2027 |
|
|
|
|
|
2028 |
|
|
|
|
|
2029 |
|
|
|
|
|
2030 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
|
|
$ |
|
|
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Short-term debt and other liabilities |
|
|
|
|
|
|
||
Short-term debt (7.1) |
$ |
|
|
$ |
|
|
||
Short-term debt to related parties (7.2) |
|
|
|
|
|
|
||
Ordinary shares payable (7.3) |
|
|
|
|
|
|
||
Convertible promissory notes |
|
|
|
|
|
|
||
Convertible debt (7.4) |
|
|
|
|
|
|
||
Long-term debt and other liabilities |
|
|
|
|
|
|
||
Long-term debt (7.1) |
|
|
|
|
|
|
||
Total short-term and long-term debt and other liabilities |
$ |
|
|
$ |
|
|
||
7.1 Short-term and long-term debt
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Short-term debt |
|
|
|
|
|
|
||
Non-Banking Financial Company loan |
$ |
|
|
$ |
|
|
||
Monroe debt |
|
|
|
|
|
|
||
Promissory notes |
|
|
|
|
|
— |
|
|
Other short-term debt |
|
|
|
|
|
|
||
Total short-term debt |
$ |
|
|
$ |
|
|
||
Long-term debt |
|
|
|
|
|
|
||
Non-Banking Financial Company loan |
$ |
|
|
$ |
|
|
||
Promissory notes |
|
|
|
|
|
|
||
Other long-term debt |
|
|
|
|
|
|
||
Total long-term debt |
|
|
|
|
|
|
||
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Non-Banking Financial Company loan
The Non-Banking Financial Companies ("NBFCs") carry an interest rate ranging between 17% to 22%. Amounts due within the next 12 months have been classified in short-term debt. Amounts due beyond 12 months have been classified as long-term debt.
Related interest-free director loans are repayable on demand which are presented within "Short-term debt".
Monroe Debt
At June 30, 2026, the term loans under the amended and restated credit agreement mature on December 31, 2026 and bear interest at Term SOFR plus 5.50%, with an additional 2.00% following specified events of default. The agreement includes financial maintenance covenants and a $10.0 million minimum-liquidity requirement. The Company was in compliance with all debt covenants at June 30, 2026.
The term loans were accounted for as a troubled debt restructuring in 2025, and no gain was recognized. Their carrying amount is as follows:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Short term debt under troubled debt restructuring |
|
|
|
|
|
|
||
Short term debt under troubled debt restructuring |
$ |
|
|
$ |
|
|
||
Accrued interest on short term debt under troubled debt restructuring |
|
|
|
|
|
|
||
Debt issuance costs on short term debt under troubled debt restructuring |
|
|
( |
) |
|
|
( |
) |
Total short term debt under troubled debt restructuring |
$ |
|
|
$ |
|
|
||
Promissory notes
The Company has two promissory-note tranches with aggregate principal of $50.0 million. The notes accrue interest at 10% per annum, payable in kind or cash; the $20.0 million tranche matures on April 1, 2027 and the $30.0 million tranche matures on December 31, 2027.
7.2. Unsecured interest free loans taken from related parties DBLP Sea Cow Ltd are repayable on demand.
7.3
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Ordinary shares payable |
|
|
|
|
|
|
||
Techouts acquisition |
$ |
|
|
$ |
|
|
||
Smartpay and Truther acquisition |
|
|
|
|
|
|
||
Reward acquisition |
|
|
|
|
|
— |
|
|
Scale Up acquisition |
|
|
|
|
|
— |
|
|
Ordinary shares payable for non-compete arrangement |
|
|
|
|
|
|
||
Ordinary shares payable for services |
|
|
|
|
|
— |
|
|
Ordinary shares payable for other business combinations and asset acquisitions |
|
|
|
|
|
— |
|
|
Total |
$ |
|
|
$ |
|
|
||
Ordinary shares payable as of June 30, 2026 consist primarily of obligations arising from business combinations and marketing and other service arrangements.
7.4 Convertible debt
Convertible debt consists of a $1.8 million note payable that is convertible into ordinary shares based on the average volume-weighted average price over the five trading days preceding conversion.
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Groupby share options
In August 2025, the Company granted
|
Grants in 2025 of the Groupby share options |
|
||
Expected term—years (1) |
|
|
||
Current share value |
$ |
|
|
|
Expected volatility (2) |
|
|
||
Risk-free interest rate (3) |
|
|
||
Dividend yield (4) |
|
|
||
Share option activity during the six months ended June 30, 2026
The Company granted
|
Grants in 2026 under the 2025 LTIP |
|
Expected term—years (1) |
|
|
Current share value |
$ |
|
Expected volatility (2) |
|
|
Risk-free interest rate (3) |
|
|
Dividend yield (4) |
|
|
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Share option activity in the year
The Company’s share option activity for the six months ended June 30, 2026 was as follows:
|
|
Number of share options |
|
|
Weighted-Average Exercise Price |
|
|
Weighted- Average Remaining Contractual life (years |
|
|
Aggregate Intrinsic Value (In millions)* |
|
||||||
Outstanding as of December 31, 2025 |
|
|
|
|
£ |
|
|
|
|
|
$ |
|
|
|||||
Issued |
|
|
|
|
£ |
|
|
— |
|
|
|
— |
|
|||||
Exercised - related parties |
|
|
( |
) |
|
£ |
|
|
— |
|
|
|
— |
|
||||
Exercised - employees and other holders |
|
|
( |
) |
|
£ |
|
|
— |
|
|
|
— |
|
||||
Cancelled/Forfeited |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
||||
Outstanding as of June 30, 2026 |
|
|
|
|
£ |
|
|
|
|
|
|
$ |
|
|
||||
Vested and exercisable |
|
|
|
|
£ |
|
|
|
|
|
|
|
|
|||||
Vested and expected to vest |
|
|
|
|
£ |
|
|
|
|
|
|
$ |
|
|
||||
The weighted-average grant date fair-value per share of the options granted during the six months ended June 30, 2026 was $
In May 2026, following the termination of a participant’s employment, the vesting of
As of June 30, 2026, the Company had $
Accrued expenses and other payables
|
June 30, 2026 |
|
December 31, 2025 |
|
||||
Employee related payables |
$ |
|
|
$ |
|
|
||
Accrued expenses |
|
|
|
|
|
|
||
VAT, duty and excise tax liability |
|
|
— |
|
|
|
|
|
Other |
|
|
|
|
|
|
||
Total |
$ |
|
|
$ |
|
|
||
Advances from external parties
Advances from external parties of $
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Key managerial personnel (KMP) and Members of their immediate families
Daniel Wagner |
|
Chief Executive Officer and Class III Director |
Arthur Yao |
|
Chief Operating and Financial Officer |
Sauvik Banerjjee |
|
Global President and Chief Digital Officer |
Crispin Lowery |
|
Chief Revenue Officer |
Anthony Sharp |
|
Non-Executive Director - Class II Director |
Sir David Wright |
|
Non-Executive Director - Class II Director |
Stephen Perry |
|
Non-Executive Director - Class II Director |
Derek Smith |
|
Non-Executive Director - Class II Director |
John Wagner |
|
Former Non-Executive Director - Class II Director (deceased) |
Richard Burchill |
|
Group Finance Director |
Peter Vesco |
|
Former Chief Commercial Officer and General Manager (EMEA) |
Adam Wagner |
|
Family member |
Transactions and outstanding balances of related parties were as follows:
Transactions during the year
|
|
Six months ended |
|
|
Six months ended |
|
||
Share Capital Issued at nominal value |
|
|
|
|
|
|
||
DBLP Sea Cow (1) |
$ |
|
|
$ |
|
|
||
Convertible promissory notes repaid |
|
|
|
|
|
|
||
Estate of John Wagner |
$ |
— |
|
$ |
|
|
||
Anthony Sharp |
|
— |
|
|
|
|
||
Loans Repaid |
|
|
|
|
|
|
||
Daniel Wagner |
$ |
— |
|
$ |
|
|
||
DBLP Sea Cow (1) |
|
— |
|
|
|
|
||
Managerial remuneration |
|
|
|
|
|
|
||
Key Management Personnel |
|
|
|
|
|
|
||
Daniel Wagner |
$ |
|
|
$ |
|
|
||
Crispin Lowery |
|
|
|
|
— |
|
||
Salman Ahmad |
|
|
|
|
|
|
||
Richard Burchill |
|
|
|
|
|
|
||
Sauvik Banerjee |
|
|
|
|
|
— |
|
|
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
||
Sales and marketing |
$ |
|
|
$ |
|
— |
|
|
General and Administrative |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|
||
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
|
|
Six months ended |
|
|
Six months ended |
|
||
Share-based compensation - management |
|
|
|
|
|
|
||
DBLP Sea Cow (1) |
$ |
|
|
$ |
|
|
||
Richard Burchill |
|
|
|
|
|
|
||
Salman Ahmad |
|
|
|
|
|
|
||
Peter Vesco |
|
|
|
|
|
|
||
Arthur Yao |
|
|
|
|
|
|
||
Sauvik Banerjee |
|
|
|
|
|
|
||
Crispin Lowery |
|
|
|
|
— |
|
||
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
||
Sales and marketing |
$ |
|
|
$ |
|
|
||
General and Administrative |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|
||
Consulting fees |
|
|
|
|
|
|
||
DBLP Sea Cow (1) |
$ |
|
|
$ |
|
|
||
Peter Vesco |
|
|
|
|
|
|
||
Arthur Yao |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|
||
Reimbursement of expenses |
|
|
|
|
|
|
||
Daniel Wagner |
$ |
|
|
$ |
— |
|
||
Arthur Yao |
|
|
|
|
— |
|
||
Sauvik Banerjjee |
|
|
|
|
— |
|
||
|
$ |
|
|
$ |
— |
|
||
|
|
|
|
|
|
|
||
Sales and marketing |
$ |
|
|
$ |
|
|
||
General and Administrative |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|
||
Director remuneration |
|
|
|
|
|
|
||
Sir David Wright |
$ |
|
|
$ |
|
|
||
Anthony Sharp |
|
|
|
|
|
|
||
Stephen Perry |
|
|
|
|
|
|
||
Derek Smith |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|
||
Share-based compensation - directors |
|
|
|
|
|
|
||
Sir David Wright |
$ |
|
|
$ |
— |
|
||
Anthony Sharp |
|
|
|
|
— |
|
||
Stephen Perry |
|
|
|
|
— |
|
||
Derek Smith |
|
|
|
|
— |
|
||
|
$ |
|
|
$ |
|
— |
|
|
|
|
|
|
|
|
|
||
Sales and marketing |
$ |
— |
|
$ |
|
— |
|
|
General and Administrative |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|
||
Management remuneration |
|
|
|
|
|
|
||
Sales and marketing |
$ |
|
|
$ |
|
|
||
General and Administrative |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|
||
Business development expenses |
|
|
|
|
|
|
||
Rezolve China (2) |
$ |
— |
|
$ |
|
|
||
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
Outstanding balances as at reporting date
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Short term debt to related party |
|
|
|
|
|
|
||
DBLP Sea Cow (1) |
$ |
|
|
$ |
|
|
||
|
$ |
|
|
$ |
|
|
||
Due to related party |
|
|
|
|
|
|
||
DBLP Sea Cow (1) |
$ |
|
— |
|
$ |
|
|
|
|
$ |
|
— |
|
$ |
|
|
|
Due from related party |
|
|
|
|
|
|
||
Avirup Chakraverty (2) |
$ |
|
|
$ |
|
— |
|
|
|
$ |
|
|
$ |
|
— |
|
|
During the six months ended June 30, 2026, the following changes in the Company's lease liabilities and corresponding right-of-use assets occurred:
On February 10, 2026, the Company completed the acquisition of Reward, as described in Note 4. Reward operates offices in London and Belfast, United Kingdom and Dubai, United Arab Emirates. At the acquisition date, the assumed lease agreements had remaining non-cancellable lease terms ranging from approximately
On April 29, 2026, the Company entered into a lease agreement for additional office space located at The Tower Space House, 1 Kemble Street, London WC2B 4AN, United Kingdom. The lease has a noncancelable term of
During the six months ended June 30, 2026, the Company completed
The components of lease expense were as follows:
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
|
|
Six months ended |
|
|
Six months ended |
|
||
Operating lease costs |
$ |
|
|
$ |
|
|
||
Variable lease costs |
|
|
|
|
|
|
||
Short-term lease costs |
|
|
|
|
|
|
||
Total lease costs |
$ |
|
|
$ |
|
|
||
Supplemental cash flow information related to leases was as follows:
|
|
Six months ended |
|
|
Six months ended |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Operating cash flows from operating leases |
$ |
|
|
$ |
|
|
||
Right-of-use assets obtained in exchange for lease obligations: |
|
|
|
|
|
|
||
Operating leases |
$ |
|
|
$ |
|
|
||
Supplemental balance sheet information related to leases was as follows:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Weighted average remaining lease term in years |
|
|
|
|
|
|
||
Weighted average discount rate |
|
|
% |
|
|
% |
||
The following table outlines the maturities of the Company's lease liabilities:
At June 30, 2026 |
|
Operating leases |
|||
Remainder of 2026 |
$ |
|
|
|
|
2027 |
|
|
|
|
|
2028 |
|
|
|
|
|
2029 |
|
|
|
|
|
2030 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Total lease payments |
$ |
|
|
|
|
Less imputed interest |
|
|
|
|
|
Total |
$ |
|
|
|
|
Current portion of lease liabilities |
|
|
|
|
|
Non current portion of lease liabilities |
|
|
|
|
|
Total lease liabilities |
$ |
|
|
|
|
REZOLVE AI PLC AND SUBSIDIARIES
Notes to Condensed Interim Combined Consolidated Financial Statements
(In USD'000 except shares and per share data)
(unaudited)
The Company files its primary tax return in the United Kingdom (“the UK”). Its subsidiaries file income tax returns in various global jurisdictions. The consolidated effective tax rate was
The consolidated effective tax rate for the six months ended June 30, 2026 differs from the UK statutory tax rate of
13. Commitments
On October 3, 2024, the Company announced that it entered into a commercial agreement with Microsoft Corporation. Through this collaboration, Rezolve’s Brain Suite, including Brain Commerce, Brain Checkout, and Brain Assistant, will be powered by Microsoft Azure and available globally via Microsoft’s Azure Marketplace and co-sell channels. The Company is committed to spend $150.00 million under this agreement to purchase eligible services and offerings from Microsoft over the next 5 years.
The Company is committed to purchase eligible services and offerings from Google under two arrangements: $10.0 million over three years and $26.0 million over five years.
The Company is committed to spend $43.0 million with Amazon Web Services over five years.
The Company’s future commitments to purchase eligible services and offerings at June 30, 2026 is summarized in the table below:
|
|
Future commitment amount in USD millions |
|
Contract term |
|
Microsoft |
$ |
|
|
||
|
|
|
|||
Amazon Web Services |
|
|
|
||
Total Commitment |
$ |
|
|
|
|
For financial statements as of June 30, 2026, we have evaluated subsequent events through September 1, 2026, which is the date such financial statements are available to be issued.
SQD token acquisition
On
Christian Angermayer is the majority shareholder of Calamari Digital Ltd. Mr. Angermayer is also the majority shareholder of Apeiron Investment Group Limited ("Apeiron"). Apeiron is considered a related party because it beneficially owns more than
The purchase price of approximately $