RZLV Rezolve AI Ltd

Following its announcement yesterday, Rezolve Ai Limited (NASDAQ: RZLV) is providing further clarification on its $1 billion Bitcoin-backed treasury program, a move designed not only to integrate AI, commerce, and digital assets but also to accelerate the commercialization of Bitcoin as a mainstream currency through Rezolve Ai’s upcoming crypto payment platform.

Rezolve Ai has entered into a Securities Purchase Agreement (SPA) to issue up to $1 billion in Convertible Notes, with an initial $100 million allocated for Bitcoin acquisition through a newly established, wholly owned subsidiary. Additional closings of up to $900 million may follow over the next three years.

Investors will have the option to convert the initial $100 million of notes into Rezolve Ai ordinary shares at a conversion price of $3 per share, representing a significant premium to the current market price. Future closings will be based on the 20-day volume-weighted average price (VWAP) of the shares at the time of issuance.

Unlike traditional treasury allocations, this Bitcoin treasury initiative is directly linked to Rezolve Ai’s AI-driven crypto payment platform, set to launch later this year. This platform, first announced in 2024, will allow retailers and consumers to seamlessly transact in Bitcoin, Tether, and other digital assets without merchants assuming exchange rate risks.

CEO CommentaryDaniel M. Wagner, CEO and Chairman of Rezolve Ai, commented:"Bitcoin’s next chapter is not just about being a store of value - it’s about becoming a functional, global currency. With our upcoming AI-driven crypto payment platform, we will enable Bitcoin’s use as a practical means of transaction, bridging the gap between digital assets and real-world commerce. By integrating Bitcoin into mainstream payments, we believe we will drive both adoption and value creation, reinforcing its position as the future of global finance."

About Rezolve Ai

Rezolve Ai (NASDAQ: RZLV) is an industry leader in AI-powered solutions, specializing in enhancing customer engagement, operational efficiency, and revenue growth. The Brain Suite delivers advanced tools that harness artificial intelligence to optimize processes, improve decision-making, and enable seamless digital experiences. For more information, visit www.rezolve.com.

Media ContactRezolve AiUrmee Khan - Global Head of Communicationsurmeekhan@rezolve.com+44 7576 094 040

Investor ContactCORE IR+15162222560investors@rezolve.com

Forward-Looking StatementsThis press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1996. The actual results of Rezolve Ai Limited ("Rezolve") may differ from their expectations, estimates, and projections. Consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. Forward looking statements in this press release include Rezolve’s expectations regarding the size of its Bitcoin treasury, the benefits of its Bitcoin treasury, and its ability to develop and launch a crypto payment platform in 2025. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) competition, the ability of Rezolve to grow and manage growth profitably, and retain its management and key employees; (2) costs related to Rezolve's completed business combination with Armada Acquisition Corp. I; (3) changes in applicable laws or regulations; and (4) weakness in the economy, market trends, uncertainty, and other conditions in the markets in which Rezolve operates, and other factors beyond its control, such as inflation or rising interest rates. Rezolve cautions that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. Rezolve does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.