Rezolve AI ($RZLV) Stock Hub 2026: H1 Results Set for September 1, and the Gap Between Audited, Unaudited and Guided
Rezolve AI sells artificial-intelligence commerce software to retailers and reports as a foreign private issuer on Form 20-F. Audited revenue for 2025 was $46.8 million. Management has stated roughly $127 million for the first half of 2026 and guides to about $360 million for the year. Keeping those three numbers in separate categories is the whole exercise.
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At a glance
Rezolve will report results for the six months ended June 30, 2026 and management will host a live call at 8:30 a.m. ET the same day. The webcast and registration details will be posted on the company’s Investor Relations website, with a replay after the call. The central checks remain whether final revenue matches the preliminary approximately $127 million figure, what the acquired-versus-organic mix looks like, and where cash stands against the audited December 31, 2025 balance of $111.1 million.
These are disclosures in the audited Form 20-F filed March 30, 2026, not third-party opinions. They sit alongside management statements of rapid revenue growth and a $300 million buyback mandate, and the two sets of facts have not yet been reconciled in a single audited document. The half-year filing is the first opportunity for that to happen.
01 Next scheduled event: H1 2026 results on September 1, call at 8:30 a.m. ET
On August 6, 2026 Rezolve AI confirmed that it will release its H1 2026 results on Tuesday, September 1, 2026. Management will host a live investor and analyst call at 8:30 a.m. Eastern Time on the same day. Webcast registration will be available through Rezolve AI Investor Relations, and a replay will follow.
The August 6 scheduling release converts the earlier September window into a confirmed date and time. It does not change the status of the July 27 figures: the approximately $127 million of preliminary first-half revenue remains based on unaudited management accounts and subject to completion of the normal half-year close and review procedures. September 1 is therefore the first scheduled point at which the final H1 figure, the balance sheet and management’s outlook can be read together.
Period to be reportedH1 2026Six months ended June 30, 2026 Company statementSeptember 1, 2026Results for the six months ended June 30; investor and analyst call at 8:30 a.m. ET Reporting obligationNone for H1Foreign private issuers file no quarterly reports; interim figures come on Form 6-K at the issuer’s discretion Annual deadlineApril 30, 2027Form 20-F is due four months after the December 31 year endWhy the reporting framework matters more here than usual
Rezolve AI PLC is incorporated in the United Kingdom and qualifies as a foreign private issuer. That has three consequences a reader used to US domestic issuers should hold in mind.
- There is no Form 10-Q. The company files an annual report on Form 20-F and furnishes everything else, including interim figures, on Form 6-K. A 6-K is furnished rather than filed, and its timing and content are largely at the issuer’s discretion.
- There is no obligation to publish quarterly revenue at all. The company said so itself in the April 30, 2026 release: “Rezolve Ai does not report quarterly results as a matter of course. The company is providing this update to give shareholders additional visibility.” Voluntary disclosure is not audited disclosure.
- The reporting currency is the US dollar. The 20-F states that the functional currency of the company is the US dollar, while subsidiaries operate in euros, pounds sterling, Australian dollars, Brazilian reais, Polish zloty, Swiss francs, Indian rupees and New Taiwan dollars. Every figure quoted below is in US dollars as presented in the filings.
The practical effect is that the last set of numbers that an auditor has signed is dated December 31, 2025. Everything published since about 2026 revenue, including the $60 million first quarter and the $127 million half-year, is management’s own unaudited figure. That is not an accusation; it is the disclosure framework the company operates under, and it is the single most important thing to understand before reading anything else about this stock.
Direct links: Rezolve AI investor relations · Rezolve filings on EDGAR · Form 20-F for the year ended December 31, 2025.
The September 1 release is the first opportunity since March for an outside party to test management’s 2026 revenue statements against reviewed accounts. The specific things to compare: whether reported first-half revenue matches the approximately $127 million already announced; how much of it came from businesses acquired during or after 2025 rather than from organic growth; the movement in the $46.5 million deferred revenue balance; cash against the $111.1 million at December 31, 2025; and whether the going-concern language from the 20-F is repeated, removed or restated.02 Executive summary
Rezolve AI sells software that sits inside retail and payments environments and turns product discovery, engagement and checkout into a conversational, machine-mediated process. The company groups it into two suites: Brain Commerce, covering conversational AI, discovery AI and data intelligence, and Brain Checkout, covering the purchase suite and payment rails, marketed as RezolvePay. Underneath both sits brainpowa, the company’s family of commerce-tuned models, which management markets on a claim of zero hallucination in product-catalogue retrieval.
The last audited picture, from the Form 20-F filed March 30, 2026, is this. Full-year 2025 revenue was $46,800,099 against $2,013,567 in 2024. Cost of revenue was $15,922,202, giving gross profit of $30,877,897 and a gross margin of 66.0%. General and administrative expense alone was $90,366,226, nearly double the entire year’s revenue. The net loss was $101,410,228, the accumulated deficit reached $359.6 million, net cash used in operating activities was $63.1 million, cash stood at $111.1 million and the company reported a working capital deficit of $87.1 million. The 20-F states that these conditions “raise substantial doubt about our ability to continue as a going concern.”
The unaudited picture management has published since is very different in scale. Approximately $60 million of revenue in the first quarter of 2026, approximately $127 million in the first half, and reaffirmed full-year guidance of approximately $360 million, which would be roughly 7.7 times audited 2025 revenue. The company also states it exited 2025 at $232 million of annualized recurring revenue on December monthly recurring revenue of $19.4 million, and targets an exit-2026 ARR of $500 million.
Audited FY2025 gross margin 66.0% 2026 revenue figures unaudited and management-sourced Going-concern doubt disclosed in the FY2025 20-F Working capital deficit $87.1M at Dec 31, 2025 Short interest 15.38% of float Insider ownership about 41%The bridge between the two pictures is acquisition. Across 2025 and early 2026 Rezolve bought Bluedot, Prediqt, Subsquid, Scale Up, GroupBy, Fredhopper, Spring Technologies, Crownpeak and, in February 2026, Reward Loyalty UK Limited for $230 million in cash. Revenue that arrives with an acquired business is real revenue, and it is recognized under the same accounting rules as any other. It is not the same thing as organic growth, and the distinction is the single most useful analytical tool for reading anything this company publishes. When the September 1 accounts arrive, the first question is not how large the revenue number is. It is how much of it came with a purchased company.
The market has not accepted the growth narrative at face value. The shares closed at $2.57 on August 3, 2026, down 16.50% over twelve months and down 75.43% over three years, on a market capitalization of about $1.03 billion. The company’s own June 30 press release described “the disconnect between the company’s public market valuation and its hyper-growth trajectory” and shareholders approved a mandate for a buyback of up to $300 million to address it.
03 Market Data And Peer Comparison
Price and performance figures below are based on the completed session of Friday, August 7, 2026. Float, ownership, short interest, average volume and the consensus target are from Finviz, pulled on the same date. Company financial figures come from SEC filings and company releases, each carrying its own reference date.
| Metric | $RZLV |
|---|---|
| Price | $2.73, up 3.41% on August 7, 2026 |
| Market capitalisation | ~$1.09B |
| Shares outstanding / float | 398.83M / 233.74M |
| Insider / institutional ownership | 41.39% / 8.31% |
| Short interest | 15.38% of float |
| Average volume / volume on August 7 | 14.27M / 8.09M, relative volume 0.57 |
| Volatility, week / month | 6.22% / 5.26% |
| Performance: week / month / quarter | 12.35% / 4.20% / 14.23% |
| Performance: half year / year to date / year | 21.33% / 6.23% / -7.46% |
| Sell-side consensus target | $10.00, Finviz aggregate, August 7, 2026 |
Peer comparison, all figures at the August 7, 2026 close
| Ticker | Price | Market cap | Short float | Year to date | One year |
|---|---|---|---|---|---|
| $RZLV | $2.73 | $1.09B | 15.38% | 6.23% | -7.46% |
| $AI | $10.22 | $1.59B | 32.46% | -24.18% | -54.90% |
| $BBAI | $3.27 | $1.57B | 30.78% | -39.44% | -50.53% |
| $SOUN | $8.02 | $3.49B | 43.20% | -19.56% | -25.19% |
| $POET | $8.91 | $1.54B | 30.11% | 40.76% | 66.23% |
| $IREN | $41.23 | $14.71B | 30.42% | 9.16% | 122.02% |
| $LPTH | $13.06 | $866.7M | 15.07% | 20.93% | 254.89% |
The share price has gone effectively nowhere in 2026 across a period in which management raised guidance, announced a series of partnerships and stated revenue growth of roughly twentyfold. That divergence is itself the most useful market data point on the file: the market is pricing the audited tier rather than the stated one.
On analyst coverage the honest position is a narrow one. The consensus target above is a Finviz aggregate of third-party estimates pulled on August 7, 2026. Individual houses, ratings and note dates were not verified for this update, so no coverage table is presented. A consensus figure without named notes behind it is a market-data point, not research, and it is neither a company figure nor a Merlintrader forecast.
04 Audited, unaudited, guided: the three tiers, kept apart
Almost every disagreement about this company reduces to conflating three categories of number. They are set out below in descending order of evidential weight, with the exact source of each.
| Tier | Figure | Source and status |
|---|---|---|
| Tier 1: audited | FY2025 revenue $46,800,099; cost of revenue $15,922,202; net loss $101,410,228; cash $111.1 million; accumulated deficit $359.6 million; working capital deficit $87.1 million; going-concern doubt disclosed | Form 20-F for the year ended December 31, 2025, filed March 30, 2026, audited by Macalvins Limited. This is the only set of Rezolve numbers an auditor has reported on. |
| Tier 2: management, unaudited | Q1 2026 revenue “approximately $60 million”; H1 2026 revenue “approximately $127 million”; December 2025 MRR $19.4 million; exit-2025 ARR $232 million; “more than 1,000 enterprise customers” | Press releases of April 30, June 1, June 30 and July 27, 2026, furnished on Form 6-K. Each is expressly described as based on unaudited management accounts. The July 27 release adds that it is “subject to finalization of the company’s normal half-year close and review procedures.” |
| Tier 3: guidance and targets | FY2026 revenue “approximately $360 million”; exit-2026 ARR “$500 million”; “$232 million contracted revenue” for 2026; five-year and market-size framings | Company guidance, first issued January 13, 2026 at $350 million, raised to $360 million on March 30, 2026 and reaffirmed on June 1, June 30 and July 27. Guidance is a forward-looking statement, not a reported figure. |
Three specific cautions follow from that table, and each is grounded in the company’s own wording.
ARR and MRR are non-GAAP measures and Rezolve says so. The April 30, 2026 release carries an explicit footnote: “Annualized recurring revenue (or ARR) and monthly recurring revenue (or MRR) are Non-GAAP Financial Measures, the definitions of which can be found in the Use of Non-GAAP Financial Measures section of this release.” An ARR figure is a snapshot of a monthly run rate multiplied by twelve. It is not revenue, it is not audited, and it does not become revenue unless the underlying contracts persist and are performed.
“Contracted revenue” is a company-defined term. The figure of $232 million of contracted 2026 revenue is used repeatedly in company materials, including the Commerce.com campaign documents, where it is described as “64% of its 2026 target already contracted.” No filing on the public record sets out the composition of that figure, its contractual terms, its cancellation provisions or the accounting basis on which it converts to recognized revenue.
The audited balance sheet contains a deferred revenue line of $46,500,843 at December 31, 2025, against $1,172,056 a year earlier. Deferred revenue is cash or invoicing received ahead of performance, and it is the item that most directly connects a contracted-revenue claim to a future income statement. Its movement in the half-year accounts will say more about the durability of the 2026 revenue than any headline figure.
Revenue figures in US$ millions, arranged by how much verification stands behind each one rather than by period.
Tier 3. Company guidance, first issued January 13, 2026 at $350M, raised to $360M on March 30 and reaffirmed three times since. A forward-looking statement, not a reported figure.
Tier 2. Press release of July 27, 2026, furnished on Form 6-K, expressly based on unaudited management accounts and subject to finalisation of the half-year close and review procedures.
Tier 2. Press release of April 30, 2026, unaudited management accounts.
Tier 1. Form 20-F for the year ended December 31, 2025, filed March 30, 2026 and audited by Macalvins Limited. The only Rezolve revenue figure an auditor has reported on.
The periods are different and the figures are not comparable with one another. The point of putting them on one scale is the gap between what has been audited and what has been stated or guided: the audited figure is roughly one eighth of the guided one.
Source: Form 20-F filed March 30, 2026; company releases of April 30, June 1, June 30 and July 27, 2026 furnished on Form 6-K.
05 Verified developments up to August 4, 2026
July 27, 2026 — preliminary first-half revenue of approximately $127 millionRezolve announced that it expects first-half 2026 revenue of approximately $127 million, “based on preliminary, unaudited management accounts and subject to finalization of the company’s normal half-year close and review procedures.” The comparison given is reported H1 2025 revenue of $6.32 million, which the company describes as nearly twentyfold growth, and it notes the figure exceeds audited full-year 2025 revenue of $46.8 million by more than 2.7 times. Full-year guidance of approximately $360 million was reaffirmed. Final first-half results are “expected to be released in September 2026.” Chief executive Daniel M. Wagner attributed momentum to enterprise deployments, Tata Consultancy Services, Microsoft Foundry availability and the Zilch partnership.
July 21, 2026 — Zilch partnership, no value disclosedA partnership to embed Rezolve’s Reward platform into the payments experience of Zilch, a UK fintech. The release quantifies Zilch, not the deal: Zilch “serves nearly 6 million customers and drives more than $3.3 billion annually to partner merchants.” Rezolve “will embed personalised retailer engagement from hundreds of leading UK retailers directly into the Zilch customer journey.” No contract value, no term and no minimum commitment were disclosed. The release also states that Reward has “returned more than $2 billion in cashback to customers” through a network that already includes Barclays, Visa, Mastercard, NatWest and Mashreq.
June 30, 2026 — AGM approves a buyback mandate of up to $300 millionShareholders approved the capital reduction and share repurchase authority required for a buyback of up to $300 million, at an annual general meeting held at 21 Sackville Street, London. The mandate “gives the Board the flexibility to buy back ordinary shares following standard UK Court approval,” which is a required additional step under English company law and had not been obtained as of this update. Wagner framed the mandate as addressing “the disconnect between the company’s public market valuation and its hyper-growth trajectory.” The same release repeated the approximately $60 million first-quarter figure, the more than 1,000 enterprise customers and the $360 million guidance. Macalvins Limited was reappointed as auditor at the same meeting.
June 4 to June 5, 2026 — Reward warranty retention waived for warrantsUnder a waiver deed, the sellers of Reward Loyalty UK Limited waived $14,000,000 of the warranty retention sum in exchange for warrants over 4,670,000 ordinary shares. A cash obligation was converted into potential equity, which is dilutive at the margin and worth noting against the company’s stated policy of restricting equity issuance.
June 1, 2026 — guidance reaffirmed at approximately $360 millionThe company reiterated full-year 2026 revenue guidance of approximately $360 million, described as roughly 7.5 times year-on-year growth, and stated it serves more than 1,000 enterprise customers globally. It restated that first-quarter 2026 revenue was approximately $60 million, exceeding all of 2025.
April 30, 2026 — first-quarter revenue of approximately $60 millionAnnounced on unaudited management accounts. The release stated the company “confirms it can deliver its 2026 plan and reach profitability without raising equity capital,” and set out the December 2025 monthly recurring revenue of $19.4 million underlying the $232 million-plus annualized run rate. It also stated explicitly that Rezolve does not report quarterly results as a matter of course.
April 8 to April 29, 2026 — the Commerce.com exchange offer campaignAfter a private one-for-one proposal was rejected, Rezolve went public with an offer of one Rezolve share for every two shares of Commerce.com, Inc. (Nasdaq: CMRC), and ran a public campaign of open letters, an investor call and Form 425 communications through April 29, 2026. Commerce.com’s board rejected the proposal and adopted a shareholder rights plan. Rezolve’s materials described a combination as “a $700+ million revenue global powerhouse that is instantly profitable” and cited Commerce.com’s installed base of more than 60,000 online stores. No registration statement for an exchange offer appears on Rezolve’s EDGAR record, and no Form 425 has been filed since April 29, 2026. There has been no announcement of withdrawal either; the campaign simply has no visible activity, and Commerce.com is not mentioned in the July 27 release.
April 13, 2026 — brainpowa models available in Microsoft FoundryThree named production models were made available in Microsoft Foundry, deployable in private Azure virtual networks and integrating with Dynamics 365, Teams and Microsoft 365 Copilot. Microsoft’s corporate vice president for AI partner catalyst is quoted welcoming availability “as part of an expanded agreement.” This is a marketplace and technology availability arrangement. No revenue commitment by Microsoft is disclosed in the release.
March 30, 2026 — FY2025 results and the Form 20-FAudited revenue of $46.8 million, a 66% GAAP gross margin, exit-2025 ARR of $232 million on December MRR of $19.4 million, and guidance raised to $360 million. The accompanying Form 20-F disclosed the net loss of $101,410,228, the $359.6 million accumulated deficit, the $87.1 million working capital deficit, $63.1 million of operating cash outflow and the going-concern doubt. The release stated “over $750M in total funding secured” and that the company has “zero requirement for additional operational equity to execute its 2026 mission.” The going-concern paragraph in the same filing lists, among management’s mitigating plans, the intention to “utilize the Company’s existing registered at-the-market equity program, which provides substantial available capacity” and to “continue to raise capital through debt and equity financings.”
February 10, 2026 — acquisition of Reward Loyalty UK Limited for $230 million cashOne hundred percent of Reward, a customer engagement and loyalty platform serving banks, payment networks and retailers, acquired for US$230 million payable entirely in cash from existing resources. The company described the transaction as adding “approximately $90 million of EBITDA-accretive revenue,” fully non-dilutive, with no equity issuance, no seller paper and no financing. The $90 million figure is a company statement about the acquired business, not a Rezolve reported result. The Reward acquisition is the single largest identifiable contributor to the step-change in 2026 revenue.
January 20 to 21, 2026 — $250 million registered direct offering at $4.00Securities purchase agreements for 62,500,000 ordinary shares at $4.00 per share, gross proceeds of approximately $250 million before placement agent commissions, closed on or about January 21, 2026 under the Form F-3 shelf declared effective on December 19, 2025. A.G.P./Alliance Global Partners acted as lead placement agent. Proceeds were earmarked for the sales organization, potential accretive acquisitions and general corporate purposes. The shares now trade at roughly 36% of that issue price.
January 13, 2026 — first 2026 guidanceGuidance of approximately $350 million for 2026 and a minimum $500 million exit ARR, against prevailing market expectations the company put at approximately $170 million. It disclosed more than 1,000 employees, 24 global offices, over 650 enterprise customers, more than 51 billion API calls processed and over 340 million unique users, and described December 2025 as “the Company’s first profitable month.”
Through 2025 — the acquisition programme and the financings behind itBluedot closed February 20, 2025 for 819,737 ordinary shares. Subsquid closed October 9, 2025 for $3.6 million cash plus $1.5 million in shares. Scale Up closed October 29, 2025 on a four-year contingent earn-out payable at Rezolve’s discretion in cash or shares. Crownpeak closed December 1, 2025 with associated term loans. GroupBy, Fredhopper, Spring Technologies and Prediqt were also brought in. On the funding side, 5.0 million warrants were exercised at $3.00 on September 18, 2025 for $15.0 million, and a private placement of 37.0 million ordinary shares at $5.40 on September 24, 2025 raised approximately $200.0 million gross.
06 The numbers, drawn as charts
Every figure below is taken from a Rezolve Form 20-F or from a press release furnished on Form 6-K. Where a number is unaudited or a management estimate the chart says so. The bar widths are the stated value as a percentage of the largest value in each chart.
Revenue: what is audited, what is management’s, what is guidance (US$ million)
Sources: Form 20-F for the year ended December 31, 2025 for the two audited figures; press releases of April 30, 2026 and July 27, 2026 for the unaudited management figures; and the guidance first issued January 13, 2026 at $350 million, raised to $360 million on March 30, 2026 and reaffirmed on June 1, June 30 and July 27, 2026. Only the green and grey bars carry an auditor’s report. Reaching the guidance figure requires approximately $233 million of second-half revenue, which is roughly 1.8 times the preliminary first half.
Audited FY2025 income statement, principal lines (US$ million)
Source: Form 20-F, combined consolidated statements of operations for the year ended December 31, 2025. Gross profit was $30,877,897, a 66.0% gross margin, which is genuinely software-like. The problem is below that line: general and administrative expense alone was 1.93 times total revenue, and total operating costs of $136.5 million produced an operating loss of $89.7 million before $32.3 million of net other expense. The 20-F discloses that general and administrative expense included related-party transactions of $8,120,684 in 2025 and $68,413,399 in 2024.
Ordinary shares: weighted average and outstanding (millions)
Sources: Form 20-F for the weighted average figures of 267,981,256 in 2025 and 163,674,883 in 2024 and for the 336,327,587 ordinary shares issued and outstanding at December 31, 2025; Finviz Elite for the 398.83 million reading on August 4, 2026, which is consistent with the 62.5 million shares issued in the January 2026 registered direct offering. The increase since the year end is approximately 18.6%. The 20-F also identifies 18,839,109 potentially dilutive instruments excluded from diluted loss per share as antidilutive at December 31, 2025, comprising warrants, share options, convertible debt, shares payable and convertible promissory notes.
Audited balance sheet and cash flow at December 31, 2025 (US$ million)
Source: Form 20-F for the year ended December 31, 2025. Total liabilities were $364,918,858 against $62,438,636 a year earlier. Contingent consideration of $51.1 million is the sum of the $27,772,675 current and $23,277,895 non-current earn-out obligations from the 2025 acquisition programme, several of which may be settled in ordinary shares at Rezolve’s discretion. The $111.1 million cash position predates the $230 million all-cash payment for Reward on February 10, 2026 and the $250 million raised on January 21, 2026.
Equity and cash raised since September 2025 (US$ million, gross)
Sources: press release of January 20, 2026 for the 62,500,000 ordinary shares at $4.00; Form 20-F for the 37.0 million share private placement at $5.40 on September 24, 2025 and the exercise of 5.0 million warrants at $3.00 on September 18, 2025; press release of February 10, 2026 for the $230 million all-cash Reward purchase. The last bar is money out, not money in, and is shown alongside the raises because the three financings and the acquisition are the same story: equity issued at $3.00 to $5.40 was converted into an acquired revenue base while the shares now trade at $2.57.
US$ millions for the year ended December 31, 2025. Revenue of $46,800,099 and cost of revenue of $15,922,202.
- Gross profitGross margin of 66.0% on audited FY2025 revenue.$30.878M66%
- Cost of revenueAs reported in the Form 20-F.$15.922M34%
Gross margin is healthy. What sits below it is not: the audited net loss for the year was $101,410,228, the accumulated deficit reached $359.6 million, there was a working capital deficit of $87.1 million, and the filing discloses going-concern doubt.
Source: Rezolve AI PLC Form 20-F for the year ended December 31, 2025, filed March 30, 2026.
07 The products, and what the platform actually does
Rezolve operates as a single reportable segment but describes three lines of business, and the 20-F sets out how revenue is recognized in each.
Brain Commerce
Primarily subscription-based software that lets businesses create, manage, execute, measure, monetize and optimize customer engagement. Delivered through hosting arrangements on Rezolve’s own platforms, on either a consumption or a subscription basis, with contract terms generally longer than a year. Consumption revenue is recognized when the customer uses the software; subscription revenue is recognized ratably over the contract term. This is the discovery and guided-selling layer, covering conversational AI, discovery AI and data intelligence.
Brain Checkout
The purchase suite and the payment rail marketed as RezolvePay, extending the platform from finding a product to buying it. This is the part of the offering the company leans on hardest in its partnership announcements, because a payment rail deployed across someone else’s merchant network scales without Rezolve having to sell each merchant individually.
brainpowa and the zero-hallucination claim
The company’s family of commerce-tuned models. The marketing claim, stated in the 20-F, is a “Zero-Hallucination guarantee for product catalogue retrieval” supported by patents in AI visualization. In a retail catalogue setting the claim is narrower and more testable than it sounds: it concerns whether the system returns products that exist in the catalogue rather than inventing them. That is a meaningful engineering property for enterprise deployment, and it is the technical basis on which the Microsoft Foundry listing rests.
Reward
Acquired February 10, 2026, Reward operates transaction-linked customer engagement and loyalty programmes for banks, payment networks and retailers. Its network includes Barclays, Visa, Mastercard, NatWest and Mashreq, and the company states it has returned more than $2 billion in cashback to consumers. Reward is the operating heart of the 2026 revenue step-change, and it was bought rather than built.
Customer count is one of the metrics the company uses to describe traction. The 20-F states “as of March 2026, we have more than 950 customers,” defined as distinct customers with whom Rezolve has transacted, and it adds a caveat of its own: “while customer count is an important measure of market traction, it does not fully reflect the economic value of our relationships, as it does not account for the size, contract value, or spending levels of individual customers.” Later releases use “more than 1,000 enterprise customers.” Neither figure has been broken down by revenue contribution.
08 The partnerships, and exactly what each one commits
Rezolve’s announcements lean heavily on the names of very large counterparties. The names are real. What matters for revenue is the nature of the arrangement, and in every case the disclosed nature is distribution or availability rather than a purchase commitment.
| Counterparty | Announced | What is disclosed | Value to Rezolve |
|---|---|---|---|
| Microsoft | October 3, 2024, expanded April 13, 2026 | Brain Suite powered by Azure and available through Azure Marketplace and co-sell channels; brainpowa models available in Microsoft Foundry, deployable in private Azure virtual networks, integrating with Dynamics 365, Teams and Microsoft 365 Copilot | None disclosed. A marketplace listing and co-sell eligibility, not a revenue commitment. |
| Google Cloud | November 20, 2024 | Google Cloud to resell the Brain Suite. The financial framing in the release is a joint expectation, not a commitment: that the channel “will generate over 50% of Rezolve AI’s forecasted revenues over the next several years” | None disclosed. Notably, Google does not appear in the partner list of the July 27, 2026 release, and no 2026 announcement quantifies any Google Cloud contribution. |
| Tata Consultancy Services | May 2026 | TCS to resell the platform and support retail enterprises deploying brainpowa for conversational commerce, discovery and agentic checkout, with the technology showcased across TCS innovation centres | None disclosed. A reseller and enablement arrangement. |
| Zilch | July 21, 2026 | Reward platform embedded into the Zilch payments experience; Zilch serves nearly 6 million customers and drives more than $3.3 billion annually to partner merchants | None disclosed. The dollar figures in the release describe Zilch, not the contract. |
| Mashreq, Visa | 2026 | Described in company materials as recently signed agreements that “reinforce Rezolve Ai’s confidence in its ability to deliver on its previously announced FY26 guidance” | None disclosed. |
The reasonable way to read that table is not that the partnerships are worthless. A listing in Microsoft Foundry is a genuine procurement convenience for an enterprise buyer, and a reseller agreement with TCS puts the product in front of retail clients Rezolve could not reach directly. Distribution is real value. But distribution is not contracted revenue, and none of these agreements has a disclosed minimum, term or take-or-pay element. No partnership announcement on the public record carries a dollar value payable to Rezolve.
The same discipline applies to the customer names that circulate: Adidas, Burberry, Gucci, H&M/COS, Harvey Nichols, Dr. Martens, Converse, Tommy Hilfiger, PUMA, Target, Standard Chartered and Commerzbank were listed in the January 13, 2026 release as part of the client roster. A brand appearing on a client list tells you the product has been deployed somewhere in that organization. It tells you nothing about contract size, term or renewal.
09 Cash, burn and the capital structure
The audited starting point is December 31, 2025: cash of $111.1 million, an increase of $101.4 million over the year, funded by the September 2025 financings rather than by operations. Net cash used in operating activities during 2025 was $63.1 million. Total current liabilities were $262.1 million against total liabilities of $364.9 million, and the working capital deficit was $87.1 million.
Two very large cash movements happened after that date and are not in those figures. On January 21, 2026 the company received approximately $250 million gross from the sale of 62.5 million ordinary shares at $4.00. On February 10, 2026 it paid $230 million entirely in cash for Reward. Netting those two against the year-end position, and before any 2026 operating burn, leaves a cash balance broadly in the same region as where it started. The September 1 accounts will give the first audited-adjacent reading on where it actually stands.
| Instrument or obligation | Detail | Status |
|---|---|---|
| Registered direct offering | 62,500,000 ordinary shares at $4.00, approximately $250 million gross, closed January 21, 2026 | Completed. Issue price is roughly 1.56 times the August 3, 2026 close. |
| Private placement | 37.0 million ordinary shares at $5.40, approximately $200.0 million gross, September 24, 2025 | Completed. |
| Warrant exercise | 5.0 million warrants at $3.00 exercised September 18, 2025 for $15.0 million | Completed. |
| At-the-market program | Authorization to issue 48.0 million ordinary shares; the 20-F states all remained available for issuance as of March 20, 2026 | Open. Cited in the going-concern paragraph as a mitigating plan. |
| Form F-3 shelf | Filed November 28, 2025, permitting up to an aggregate 200.0 million ordinary shares; 62.5 million used in January 2026 | Substantial capacity remaining. |
| Long-term debt | $50,092,029 at December 31, 2025, associated with the Crownpeak acquisition term loans | Outstanding. There was no long-term debt a year earlier. |
| Contingent consideration | $27,772,675 current and $23,277,895 non-current earn-out obligations from the 2025 acquisitions | Several may be settled at Rezolve’s discretion in ordinary shares or cash. |
| Reward warranty retention waiver | $14,000,000 of retention waived June 4, 2026 in exchange for warrants over 4,670,000 ordinary shares | Cash obligation converted into potential equity. |
| Antidilutive instruments | 18,839,109 potential ordinary shares excluded from diluted loss per share at December 31, 2025: warrants 8,019,976, share options 5,254,232, shares payable 4,692,607, convertible debt 700,389, convertible promissory notes 171,905 | Down sharply from 48,042,040 a year earlier. |
| Yorkville standby equity facility | A standby equity purchase arrangement and associated convertible notes with YA II PN are referenced in the filings | Could not be confirmed as available or drawn during 2026 from the sources reviewed. |
| Buyback mandate | Up to $300 million approved by shareholders June 30, 2026 | Requires UK Court approval of the capital reduction before it can be used. No repurchase had been announced as of August 4, 2026. |
There is a tension in that table worth stating directly, because it is the kind of thing that gets lost between press releases. On March 30, 2026 the company said it has “zero requirement for additional operational equity to execute its 2026 mission” and on April 30 that it “can deliver its 2026 plan and reach profitability without raising equity capital.” In the same 20-F, the going-concern paragraph lists among management’s plans to alleviate substantial doubt the intention to “utilize the Company’s existing registered at-the-market equity program, which provides substantial available capacity” and to “continue to raise capital through debt and equity financings.” Both statements are in documents dated the same day. They are not strictly contradictory, since the first speaks to operational needs and the second is a standard mitigation list, but a reader who has only seen the press release has seen half of it.
The buyback mandate sits in the same territory. A $300 million repurchase authorization on a company with a $1.02 billion market capitalization, an $87.1 million working capital deficit and an open going-concern disclosure is a strong signal of management conviction and would be a very large use of cash if executed. It also requires UK Court approval of a capital reduction, which had not been obtained as of this update, and an authorization is not a purchase. The measurable test is simple: repurchases, if made, appear in the share count.
10 Governance, the auditor and the litigation backdrop
Daniel M. Wagner is founder, chairman and chief executive officer, and the 20-F shows him as beneficial owner of 51,920,666 ordinary shares, or 15.44% computed on 336,327,587 shares outstanding. Insider ownership on the Finviz Elite screen is 41.39%. A founder-chairman-chief executive combination with that level of ownership concentrates both conviction and control, and it is a governance feature investors should price consciously rather than discover later.
The auditor. Macalvins Limited was proposed for appointment at a general meeting on September 30, 2025 to audit the financial year ending December 31, 2025, and was reappointed at the June 30, 2026 annual general meeting. The filings on the public record do not identify the predecessor auditor or explain the change. Foreign private issuers are not subject to the Form 8-K auditor-change requirement that applies to domestic issuers, so a public disclosure may simply not exist in that form. Item 16F of the Form 20-F is the place that question is answered, and any reader for whom it matters should read that item directly rather than rely on a summary.
Short-seller allegations and litigation. A short-seller report was published in late September 2025 making allegations about the company’s AI capability, its revenue growth and the nature of its arrangements with large technology partners. Those allegations are unproven and are reported here only because they exist and because several law firms subsequently opened investor investigations and announced actions. No consolidated docketed class action, court or lead-plaintiff appointment could be confirmed from the public record, and no enforcement action was found. EDGAR shows staff comment letters and correspondence, most recently in December 2025, tied to registration statements; that is routine and does not by itself indicate a problem.
What can be said without any inference is that the 20-F itself contains the disclosures that matter most: substantial doubt about going concern, a working capital deficit, a large accumulated deficit and an operating cost base that in 2025 was nearly three times revenue. Those are the company’s own audited statements, and they are a more reliable foundation for scepticism than anyone’s report.
11 Ownership, Short Interest And Retail Sentiment
Insider ownership41.39%Founder and chief executive held 15.44% at December 31, 2025 Institutional ownership12.02%Low, and a notable contrast with the retail-heavy discussion Short interest15.38% of floatFinviz Elite reading; Nasdaq’s own short-interest page returned no data on August 4, 2026 Average volumeAbout 14.5 million sharesFloat about 233.74 million of 398.83 million sharesThe ownership profile is unusual and informative. Insiders hold roughly 41% while institutions hold about 12%, which is close to the inverse of what a company with a $1 billion market capitalization and a $360 million revenue guidance would normally show. Professional money has largely not participated, notwithstanding the $250 million registered direct offering in January that was described as led by institutional investors. Short interest at 15.38% of a 233.74 million share float, against average daily volume of about 14.5 million shares, is high in percentage terms but represents only about two and a half days of volume, so the position is not structurally hard to cover.
Retail discussion of $RZLV on Stocktwits, X and message boards divides sharply along the same fault line as the accounts themselves: those who take the ARR and guidance figures at face value and those who point at the audited loss and the going-concern language. Both camps are working from real documents. Those are opinions of non-professional traders, not analyst research, and neither side’s conviction changes what the September 1 results will say.
The block below is a snapshot of the Stocktwits flow, with its date. These are opinions of retail traders and non-professional investors, not analyst research, and they measure attention and how one-sided positioning has become rather than anything about the business.
Share of sentiment-tagged Stocktwits messages marked bullish, by day. The last column is the most recent reading.
These are self-reported tags from retail traders and non-professional investors, not analyst research. The series measures how crowded one side of the conversation has become, which is a description of the audience rather than of the company.
Source: Stocktwits public sentiment series for $RZLV, read on August 9, 2026.
12 Catalysts to monitor
The first item below now has a company-confirmed date and time; the remaining windows retain their existing status.
| Catalyst | Timing | What to watch |
|---|---|---|
| Final half-year 2026 results | September 1, 2026; investor and analyst call at 8:30 a.m. ET. Confirmed by the company on August 6. | Whether reported revenue matches the approximately $127 million preliminary figure; the split between acquired and organic revenue; movement in deferred revenue from $46.5 million; cash against $111.1 million; and whether the going-concern language is repeated. |
| Second-half revenue required to meet guidance | Through December 31, 2026 | Approximately $233 million, or about 1.8 times the preliminary first half. Any change to the $360 million figure, in either direction, is material information. |
| UK Court approval of the capital reduction | No confirmed date | The buyback of up to $300 million cannot proceed without it. Approval, and then any actual repurchase, would be a substantive change rather than an authorization. |
| Exit-2026 ARR of $500 million | December 2026 | Implies approximately $40 million of monthly recurring revenue by December. ARR is a non-GAAP measure and the company says so. |
| Use of the at-the-market program and the F-3 shelf | Ongoing | 48.0 million ATM shares were still available at March 20, 2026 and substantial shelf capacity remains. The share count on the next filing is the fastest read. |
| Commerce.com exchange offer | No visible activity since April 29, 2026 | Either a registration statement for an exchange offer or a formal withdrawal would resolve it. Neither has appeared. |
| Partnership economics | Undefined | The first partnership announcement that carries a disclosed contract value, term or minimum commitment would be a genuine change in the quality of disclosure. |
| Contingent consideration settlements | Through 2029 on the Scale Up earn-out | $51.1 million of earn-out obligations, several settleable in ordinary shares at Rezolve’s discretion, plus warrants over 4,670,000 shares from the Reward waiver. |
| Form 20-F for FY2026 | Due April 30, 2027 | The next audited figures. Twelve months away, which is a long time for a company whose reported revenue is changing this fast. |
13 The two cases, stated as fairly as possible
The constructive caseAudited 2025 revenue of $46.8 million at a 66.0% gross margin is a real software business, and gross margin at that level is the hardest thing to fake in a set of accounts. The company has assembled, quickly, a portfolio spanning discovery, checkout, payments and loyalty, distributed through Microsoft’s marketplace, Google Cloud and Tata Consultancy Services, with Reward embedding it inside major banking and payment networks. Deferred revenue went from $1.2 million to $46.5 million in a year, which is invoiced work not yet recognized. If first-half revenue of approximately $127 million is confirmed on reviewed accounts, the business will be operating at a scale that its $1.02 billion market capitalization does not obviously reflect, and the founder-chief executive owns 15% of it and has authorized a buyback rather than a raise.
The sceptical caseThe only audited accounts show a $101.4 million net loss on $46.8 million of revenue, a $359.6 million accumulated deficit, an $87.1 million working capital deficit and an explicit going-concern warning. Nearly all 2026 revenue growth is attributable to businesses that were purchased, most importantly Reward for $230 million in cash. Not one partnership announcement carries a disclosed dollar commitment. ARR and contracted revenue are company-defined, non-GAAP measures with no published composition. The company said it needs no operational equity while listing its at-the-market program among the plans that alleviate going-concern doubt. Shares issued at $5.40 and $4.00 within the last eleven months now trade at $2.57, institutional ownership is only 12%, and the next audited numbers are not due until April 2027.
14 Scenario framework
These are analytical frameworks for organizing what the September 1 release could show. They are not forecasts, targets or recommendations.
| Scenario | What would have to happen | How you would recognize it |
|---|---|---|
| The numbers survive review | Reported first-half revenue lands at or near $127 million, gross margin holds near the 66% of 2025, cash burn narrows materially, and the going-concern language is removed or softened. | Reviewed accounts consistent with the preliminary release, a deferred revenue balance that has grown rather than unwound, and a share count that has not moved beyond the January issuance. |
| Real but bought | Revenue is confirmed but the disclosure shows the great majority arrived with Reward, Crownpeak and the other acquisitions, with limited organic contribution, and margin dilutes because acquired revenue carries lower gross margin than the core software. | A segment or line-of-business breakdown that isolates acquired businesses, a gross margin materially below 66%, and continued operating cash outflow despite the higher revenue. |
| Revision and repair | Reviewed first-half revenue comes in below the preliminary figure, full-year guidance is cut, the going-concern disclosure is repeated, and the company draws on the at-the-market program or the shelf. | Any restatement of the $127 million, a change to the $360 million guidance, a rising share count between filings, or the buyback mandate quietly lapsing without a repurchase. |
15 Merlintrader bottom line
Rezolve AI is one of the clearest cases on the Nasdaq of a company whose published numbers and audited numbers describe two different businesses, and where the reporting framework makes it perfectly legal and entirely normal for that gap to persist for months. A foreign private issuer with a December year end has no obligation to publish quarterly results, files its annual report on Form 20-F, and furnishes everything else on Form 6-K. Rezolve has used that latitude to publish a great deal, all of it unaudited.
The audited facts are these: $46,800,099 of revenue in 2025 at a 66.0% gross margin, a $101,410,228 net loss, $63.1 million of operating cash outflow, an $87.1 million working capital deficit, and a going-concern paragraph. The unaudited management statements are approximately $60 million in the first quarter and approximately $127 million in the first half of 2026. The guidance is approximately $360 million for the year, which requires roughly $233 million in the second half. Between the audited and the unaudited sits $230 million of cash paid for Reward, a business the company said would add approximately $90 million of revenue.
None of that makes the growth false. Acquired revenue is revenue, and a 66% gross margin is not a number a company can manufacture out of nothing. It does mean that the correct question on September 1 is not how big the revenue figure is. It is three narrower questions: how much of it came with a purchased company, what happened to the deferred revenue balance, and whether the going-concern paragraph is still there.
One last observation on disclosure quality, offered without inference. Across every partnership announcement on the public record, covering Microsoft, Google Cloud, Tata Consultancy Services, Zilch, Mashreq and Visa, the dollar figures published describe the counterparty’s business rather than the contract with Rezolve. Zilch’s 6 million customers and $3.3 billion of merchant volume are Zilch’s. What Rezolve earns from any of them has not been stated. When that changes, it will be worth noticing.
For broader catalyst tracking across the technology and AI complex, the Merlintrader Free Catalyst Calendar lists the dated events for the sector.
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Primary Sources And Reference Links
- H1 2026 results scheduling release (August 6, 2026): results on September 1, 2026 and a live investor and analyst call at 8:30 a.m. ET.
- Form 20-F for the year ended December 31, 2025 (filed March 30, 2026): audited revenue of $46,800,099, cost of revenue of $15,922,202, net loss of $101,410,228, cash of $111.1 million, accumulated deficit of $359.6 million, working capital deficit of $87.1 million, the going-concern disclosure, the balance sheet, the 336,327,587 ordinary shares outstanding, the antidilutive instrument table, the at-the-market authorization and the acquisition history.
- Preliminary first-half 2026 revenue release (July 27, 2026): the approximately $127 million figure, the H1 2025 comparison of $6.32 million, the reaffirmed $360 million guidance and the statement that final results are expected in September 2026.
- Zilch partnership release (July 21, 2026).
- AGM results and the up-to-$300 million buyback mandate (June 30, 2026), including the reference to standard UK Court approval.
- Form 6-K of June 5, 2026: the Reward waiver deed under which $14,000,000 of warranty retention was exchanged for warrants over 4,670,000 ordinary shares, and the reaffirmation of guidance.
- First quarter 2026 revenue release (April 30, 2026): the approximately $60 million figure, the December 2025 MRR of $19.4 million, the non-GAAP footnote on ARR and MRR, and the statement that the company does not report quarterly results as a matter of course.
- Full-year 2025 results release (March 30, 2026): the $46.8 million revenue, the 66% gross margin, the $232 million exit ARR and the raised $360 million guidance.
- Reward Loyalty UK Limited acquisition release (February 10, 2026): US$230 million all cash, described as adding approximately $90 million of EBITDA-accretive revenue and as fully non-dilutive.
- $250 million registered direct offering release (January 20, 2026): 62,500,000 ordinary shares at $4.00, closing on or about January 21, 2026, under the Form F-3 declared effective December 19, 2025.
- Initial 2026 guidance release (January 13, 2026): the $350 million guidance, the $500 million exit ARR, the client roster and the operating statistics.
- Commerce.com campaign materials (April 29, 2026) and the April 8, 2026 open letter: the one-for-two exchange proposal, the $232 million contracted revenue claim and the $700 million combined revenue framing.
- All Rezolve AI filings on EDGAR · Rezolve AI investor relations.
Share price, market capitalization, float, short interest, ownership percentages, performance figures and the consensus target price are from Finviz Elite and an independent quote provider as of August 3 and 4, 2026. Nasdaq’s own short-interest page for $RZLV returned no data on August 4, 2026, so the short-float percentage could not be confirmed on a primary source. All company financial data, share counts, guidance and contract terms come from Rezolve’s SEC filings and its own press releases.
Price and performance data are through the completed August 7, 2026 session; float, short interest, ownership and the consensus target are Finviz fields pulled the same day. All company financial figures come from SEC filings and the company’s own releases, each with its own reference date. Stocktwits data is used only for the clearly labelled retail-sentiment snapshot, read on August 9, 2026.
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Disclaimer. This content is published by Merlintrader for educational and informational purposes only. It is independent journalism and research. It does not constitute investment advice, an investment recommendation, an offer or a solicitation to buy or sell any security, and it is not a research report within the meaning of applicable United States securities regulation. Nothing here should be read as a recommendation to buy, sell or hold $RZLV or any other security.
Figures are taken from public filings with the U.S. Securities and Exchange Commission, company press releases and market-data providers, and are stated with their reference dates. Data can change without notice, and figures published before a results release become outdated the moment that release is issued. Merlintrader makes no representation that the information is complete or current at the time of reading. Readers should verify every figure against the primary source before acting on it.
Companies that report as foreign private issuers publish audited figures less frequently than domestic filers, and interim figures drawn from management accounts have not been through an audit or review. Where a filing discloses going-concern doubt, that disclosure is a statement by the company and its auditor about the risk that the business may be unable to continue operating. Software and artificial-intelligence companies with negative earnings, large accumulated deficits and working capital deficits can be highly volatile and can lose all of their value. Every reader is responsible for their own decisions and should consult a licensed financial adviser where appropriate.
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