Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Rezolve AI Limited (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G75398100 (CUSIP Number) |
Penny Minna 650 S. Exeter Street #1100, Baltimore, MD, 21202 410 580 3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/07/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G75398100 |
| 1 |
Name of reporting person
Daniel Wagner | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
53,429,933.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes (i) 4,698,505 shares directly held by Daniel Wagner (ii) 37,052,254 shares directly held by DBLP Sea Cow Limited ("DBLP"); and (iii) 11,679,174 shares issuable to DBLP upon conversion of certain options granted under the Issuer's Long Term Incentive Plan ("LTIP"). Excludes 3,592,193 shares directly held by DBLP that are subject to a call option currently exercisable by Brad Wickens, in which DBLP has no voting or investment power over such shares. Legal title to the shares of DBLP are held solely by Daniel Wagner and beneficially held by John Wagner. Daniel Wagner and John Wagner each serves as a director on the board of directors of DBLP and, therefore, may be deemed to share voting and investment power over the shares held by DBLP.(2) All percentage calculations herein are based on 208,295,754 Ordinary Shares outstanding as of January 28, 2025, as disclosed in the Issuer's Form F-1/A filed January 29, 2025
SCHEDULE 13D
|
| CUSIP No. | G75398100 |
| 1 |
Name of reporting person
John Wagner | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,547,417.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.79 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes (i) 815,989 shares directly held by John Wagner (ii) 37,052,254 shares directly held by DBLP; and (iii) 11,679,174 shares issuable to DBLP upon exercise of certain options granted under the LTIP. Excludes 3,592,193 shares directly held by DBLP that are subject to a call option currently exercisable by Brad Wickens, in which DBLP has no voting or investment power over such shares. Legal title to the shares of DBLP are held solely by Daniel Wagner and beneficially held by John Wagner. Daniel Wagner and John Wagner each serves as a director on the board of directors of DBLP and, therefore, may be deemed to share voting and investment power over the shares held by DBLP.(2) All percentage calculations herein are based on 208,295,754 Ordinary Shares outstanding as of January 28, 2025, as disclosed in the Issuer's Form F-1/A filed January 29, 2025.
SCHEDULE 13D
|
| CUSIP No. | G75398100 |
| 1 |
Name of reporting person
DBLP Sea Cow Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
48,731,428.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Excludes 3,592,193 shares directly held by DBLP that are subject to a call option currently exercisable by Brad Wickens, in which DBLP has no voting or investment power over such shares.Legal title to the shares of DBLP are held solely by Daniel Wagner and beneficially held by John Wagner. Daniel Wagner and John Wagner each serves as a director on the board of directors ofDBLP and, therefore, may be deemed to share voting and investment power over the shares held by DBLP.(2) All percentage calculations herein are based on 208,295,754 Ordinary Shares outstanding as of January 28, 2025, as disclosed in the Issuer's Form F-1/A filed January 29, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
Rezolve AI Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
21 Sackville Street, London,
UNITED KINGDOM
, WIS 3DN. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (the "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission ("SEC") on August 15, 2024 (the "Original Schedule 13D" and, together with the Amendment, the "Schedule 13D"), relating to the ordinary shares, par value 0.0001 per share (the "Ordinary Shares"), of Rezolve AI Limited, a private limited liability company registered under the laws of England and Wales with the registration number 14573691 (the "Issuer"), whose principal executive offices are located at 21 Sackville Street, London, WIS 3DN, United Kingdom. Except as specifically provided herein, this Amendment does not modify any of the information previously provided in the Original Schedule 13D. All disclosures in respect of items contained in the Original Schedule 13D where no new information is provided for such item in this Amendment is incorporated herein by reference. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed tosuch terms in the Original Schedule 13D.This Amendment is being filed to report the following matters: (1) on November 7, 2024, DBLP was granted 11,679,174 options to purchase 11,679,174 shares pursuant to an Option Grant Agreement, dated October 25, 2024 (the "Grant Agreement"), which such award was granted under the LTIP; (2) on December 17, 2024, DBLP was issued 4,150,000 Ordinary Shares of the Issuer upon conversion of that certain previously disclosed Advanced Subscription Agreement between the Issuer and DBLP; (3) on February 20, 2025, DBLP received 819,737 Ordinary Shares of the Issuer in connection with that certain previously disclosed Purchase Agreement between the Issuer and DBLP for the purchase of the entire issued and to be issued share capital of each of Bluedot Industries, Inc., a Delaware corporation, and Bluedot Industries Pty. Ltd., an Australian proprietary limited company registered in Victoria on 7 December 2013 with Australian Company Number 165 206 566 (the "Bluedot Purchase Agreement"); (4) on February 21, 2025, Daniel Wagner executed that certain Deed of Voting Undertaking (the "Voting Agreement") whereby he agreed to vote all of his shares in the Issuer in favor of the Company authorizing the sale of a new series of convertible notes in connection with that certain previously disclosed Securities Purchase Agreement between the Issuer and each of the investors listed on the Schedule of Buyers attached thereto, dated February 21, 2025 (the "Securities Purchase Agreement"); and (5) on March 5, 2025, DBLP purchased 407,994 Ordinary Shares of the Issuer for an aggregate purchase price of $1,221,000. The foregoing description of the Bluedot Purchase Agreement, the Voting Agreement, the Securities Purchase Agreement and the Award Agreement does not purport to be complete and is qualified in its entirety by the full text of the Bluedot Purchase Agreement, the Voting Agreement, the Securities Purchase Agreement and the Award Agreement, which are incorporated by reference herein and are attached as exhibits to this Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment is being filed jointly by (i) Daniel Wagner; (ii) John Wagner; and (iii) DBLP Sea Cow Limited (each individually, a "Reporting Person", and collectively, the "Reporting Persons"). | |
| (b) | The information set forth in Item 2 of the Original Schedule 13D is hereby incorporated by reference in its entirety herein | |
| (c) | The information set forth in Item 2 of the Original Schedule 13D is hereby incorporated by reference in its entirety herein | |
| (d) | The information set forth in Item 2 of the Original Schedule 13D is hereby incorporated by reference in its entirety herein | |
| (e) | The information set forth in Item 2 of the Original Schedule 13D is hereby incorporated by reference in its entirety herein | |
| (f) | The information set forth in Item 2 of the Original Schedule 13D is hereby incorporated by reference in its entirety herein | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby supplemented as follows:The responses to Items 1, 2, 4, 5 and 6 of this Amendment are incorporated into this Item 3 by reference in their entirety.On November 7, 2024, DBLP was granted 11,679,174 options to purchase 11,679,174 Ordinary Shares of the Issuer pursuant to the Grant Agreement, which such award was granted under the LTIP. The options are currently exercisable within 60 days at an exercise price of 0.0001 per share.On December 17, 2024, DBLP made a subscription of $500,000 to the Issuer pursuant to the Advanced Subscription Agreement.On February 20, 2025 (the "Bluedot Closing Date"), the Issuer closed the previously disclosed transactions in connection with the Bluedot Purchase Agreement. In connection with such transactions, and as consideration for the DBLP's sale of 100% of the issued and outstanding shares of each of Bluedot Industries, Inc. and Bluedot Industries Pty. Ltd. (together, the "Bluedot Companies") to the Issuer, the Issuer issued 819,737 of its Ordinary Shares in a private placement to DBLP.The foregoing description of the Bluedot Purchase Agreement is not complete and is qualified in its entirety by the full text of the Bluedot Purchase Agreement, a copy of which is filed as an exhibit hereto.On
March 5, 2025, DBLP purchased 407,994 Ordinary Shares of the Issuer for an aggregate purchase price of $1,221,000. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows:The responses set forth in Items 1, 2, 3, 5 and 6 hereof are incorporated by reference in their entirety.Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.On the Bluedot Closing Date, the Issuer closed the transactions pursuant to the Bluedot Purchase Agreement. In connection with such transactions, and as consideration for DBLP's sale of 100% of the issued and outstanding shares of the Bluedot Companies to the Issuer, the Issuer issued to DBLP 819,737 of its Ordinary Shares.The Voting Agreement was entered into in connection with the transactions described in the Securities Purchase Agreement (the "Convertible Note Transaction"). Pursuant to the Voting Agreement, Daniel Wagner, as the beneficial owner of 41,342,765 Ordinary Shares, which represents approximately 19.85% of the Issuer's Ordinary Shares deemed to be outstanding, has agreed to vote, or cause to be voted, all issued and outstanding securities of the Issuer owned or record or beneficially owned by him in favor of (i) the resolutions of the shareholders of the Issuer required to authorize allotment of securities in connection with the Convertible Note Transaction and to disapply pre-emption rights in relation thereto, and (ii) any other resolutions required to implement the Convertible Note Transaction at the Issuer's general shareholders meeting. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto (including the footnotes thereto) is incorporated by reference. | |
| (b) | The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto (including the footnotes thereto) is incorporated by reference. | |
| (c) | The Reporting Persons have not effected any transactions in the Ordinary Shares during the past 60 days except as disclosed in this Amendment, which information is incorporated by reference in this Item 5(c). | |
| (d) | The information in Items 1 and 2 is incorporated by reference into this Item 5(d). | |
| (e) | Not appicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information furnished in Items 1, 2, 4, and 5 is incorporated into this Item 6 by reference. Copies of the Purchase Agreement, the Voting Agreement and the Securities Purchase Agreement are attached as exhibits to this Amendment and is incorporated herein by reference.Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1Option Grant Agreement, dated October 25, 2024Exhibit 99.2Purchase Agreement, dated February 4, 2025, by and between Rezolve AI Limited and DBLP Sea Cow Ltd. (incorporated by reference to Exhibit 10.1 of the Issuer's Report on Form 6-K filed with the SEC on February 7, 2025)Exhibit 99.3Voting agreement between Daniel Wagner and the buyers listed therewith.Exhibit 99.4Form of Securities Purchase Agreement, dated February 21, 2025, between Rezolve AI Ltd., and each of the investors listed on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.1 of the Issuer's Report on Form 6-K filed with the SEC on February 25, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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