v3.25.2
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Schedule of Net Liabilities Acquired

The net liabilities of Armada are recorded at their acquisition-date fair value in the Consolidated Financial Statements as follows:

 

Cash and cash equivalents

$

 

3,361

 

Prepaid expenses

 

 

169,425

 

Accounts payable and accrued expenses

 

 

(4,873,019

)

Debt (promissory notes)

 

 

(3,144,883

)

Other current liabilities

 

 

(1,499,936

)

Net liabilities acquired

$

 

(9,345,052

)

Accumulated Deficit

$

 

(9,345,052

)

Summary of List of Subsidiaries

A list of subsidiaries and Rezolve AI plc’s holding as of December 31, 2024 and 2023 is as follows:

 

Name of the entity

 

Date of
incorporation

 

Country of
incorporation

 

Group
shareholding
(%)

Rezolve Taiwan Limited

 

November 9, 2000

 

Taiwan

 

100%

Rezolve Technology (India) Private Limited

 

March 19, 2021

 

India

 

100%

Rezolve Mobile Commerce Inc.

 

April 20, 2016

 

United States of America

 

100%

Rezolve Technology S.L.

 

August 25, 2020

 

Spain

 

100%

Rezolve AI IP Holdings Limited

 

December 19, 2024

 

United Kingdom

 

100%

Armada Acquisition Corp. I

 

August 15, 2024

 

United States of America

 

100%

Summary of Estimated Useful Life of Property Plant and Equipment The useful lives estimated by the management are as follows:

 

Assets

 

Useful life

Computers

 

3 years

Office equipment

 

3 years

Summary of Initial Useful Life of Computer Assets

The initial useful lives of computer software assets as estimated by management are summarized as follows:

 

Assets

 

Useful life

Software

 

5 years

Summary of Fair Value Measurement at Reporting Date

Fair value measurement at reporting date:

 

Description

 

Level 1

 

Level 2

 

Level 3

 

December 31, 2024

 

 

 

 

 

 

 

 

Fair value on recurring basis

 

 

 

 

 

 

 

 

(1) Share-based payment liability

$

$

 

$

 

1,400,000

 

(2) Derivative liability

$

$

 

2,579,875

 

$

 

(2) Derivative asset

$

$

 

2,587,581

 

$

 

December 31, 2023

 

 

 

 

 

 

 

 

Fair value on recurring basis

 

 

 

 

 

 

 

 

(1) Share-based payment liability

$

$

 

$

 

1,311,028

 

 

(1)
The fair value of the share-based payment liability was valued using a discounted cash flow method using a risk adjusted discount rate of 10.8%. See note 7.5.
(2)
The derivative asset and the derivative liability were valued by a third party valuation expert using a Geometric Brownian Motion based Monte Carlo simulation to project the underlying metric value to ultimately determine the fair value upon the date of issuance. This model incorporates the most recent data available including risk-free interest rate, expected life of options, expected dividend yield, expected stock price volatility, and the Company's share price. The derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. See note 2.12.
Summary of Vendors Representing More Than 10% of Accounts Payable At December 31, 2024 and 2023, the following vendors represented more than 10% of total accounts payable.

 

 

December 31, 2024

 

December 31, 2023

DLA Piper LLP

 

70

%

 

10

%

Donnelley Financial LLC

 

16

%

 

Less than 10%

 

KPMG LLP

 

Less than 10%

 

 

10

%

Taylor Wessing LLP

 

Less than 10%

 

 

13

%

Wilson Sonsini Goodrich & Rosati

 

Less than 10%

 

 

14

%

Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share

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:

 

 

December 31, 2024

 

 

December 31, 2023

 

Convertible debt (note 7)

 

 

10,944,628

 

 

 

3,929,566

 

Shares payable (note 7)

 

 

1,543,664

 

 

 

140,000

 

Warrants

 

 

13,019,976

 

 

 

3,521,846

 

Share options

 

 

17,559,511

 

 

 

848,287

 

Convertible promissory notes

 

 

2,639,169

 

 

 

Series A preferred shares

 

 

 

 

4,574,146

 

Advisors Loans (note 7)

 

 

2,335,092

 

 

 

Total

 

 

48,042,040

 

 

 

13,013,845