Rezolve is a high-growth agentic-commerce platform, but the available 2026 numbers remain preliminary and the capital history demands skepticism. Audited 2025 GAAP revenue was $46.8 million with a 66% gross margin; management then reported unaudited Q1 2026 revenue of about $60 million and preliminary H1 revenue of approximately $127 million versus $6.32 million a year earlier. It reaffirmed roughly $360 million of FY2026 revenue and a $500 million exit-ARR target, both management guidance rather than audited outcomes. The equity base changed materially: a January offering covered 62.5 million ordinary shares, while the 2025 20-F contained going-concern and material-weakness language. Management says operational equity is unnecessary, but that claim must be tested against cash flow and filed half-year accounts. The D+ grade remains appropriate. Status is wait under the September 1 event veto; the displayed $3.05 activation and August 26 pivot stop at $2.8299 remain inactive until audited or reviewed results reset the dossier.
Rezolve sells software and acquired commerce capabilities that connect product discovery, conversational engagement, loyalty and checkout. Brain Commerce handles search and merchandising, brainpowa provides commerce-tuned models, and Brain Checkout links machine-led intent to merchant-approved transactions. Acquisitions materially changed the revenue base, so organic and acquired growth must be separated.
The AI transmission channel is direct: retailers pay to move customer interactions from keyword search toward conversational product discovery and transaction execution. The economic proof is audited revenue, recurring gross profit, customer retention and cash generation, not API-call volume or management-defined ARR alone.
The model breaks if preliminary revenue does not reconcile to filed accounts, acquired customers churn, integrations fail, or gross margin and cash conversion lag the reported top-line acceleration. Material weaknesses, going-concern history, warrants, ATM capacity and large share offerings raise the cost of any miss because per-share value can fall even while company revenue grows.
| Segment | Revenue | Description |
|---|---|---|
| Consolidated reporting basis | Commerce-software operations | The cited filings do not present acquired and organic activities as separate GAAP segments |
| Product family - Brain Commerce | Discovery and merchandising | Natural-language search; not a reportable segment |
| Product family - Brain Checkout | Transaction execution | Merchant-controlled payment layer; not a reportable segment |
| Metric | Value | Signal |
|---|---|---|
| FY2025 GAAP revenue | $46.8M | Audited; 66% gross margin |
| Preliminary H1 2026 revenue | ~$127M | Nearly 20x YoY; unaudited |
| FY2026 revenue guidance | ~$360M | Reaffirmed management outlook |
| Exit ARR target | $500M+ | Company-defined non-GAAP target |
| Valuation - forward price / FY2026 GAAP revenue guidance | 3.28x | As of 2026-08-28: $1.18B market cap / $360M forward guidance; versus 2.36x on the non-GAAP exit-ARR target, this measure requires recognized revenue rather than a run-rate claim |
| Valuation - forward price / non-GAAP exit ARR target | 2.36x | As of 2026-08-28: $1.18B / $500M forward target; implies a lower multiple than 3.28x forward revenue only if company-defined ARR is achieved, retained and converted to GAAP revenue |
| Control quality | Material weakness | Disclosed in FY2025 20-F |
| Revenue (TTM) | $46.8M | 4888.4% YoY |
| EBITDA | N/A | Multiple unavailable |
| Gross Margin | 66.0% | Reported |
| Operating Margin | -134.5% | Loss-making |
| Net Margin | -216.7% | Negative |
| ROE | -98.7% | Capital efficiency |
| Cash | $111.1M | Liquidity; sector accounting may limit direct debt netting |
| Debt | $157.3M | Balance-sheet claim |
| Intrinsic-value model | N/A | Fail-closed: insufficient or non-economic output |
| Value / quality panel | 0 positive / 4 negative / 1 neutral | bearish / confidence 51 |
| Fundamental grade audit | 41/100 (D+) | base +55, growth +14, grossMargin +4, operatingMargin -6, earningsGrowth +0, roe +0, balanceSheet +0, qualityBoard -6, capitalStructure -9, controls -8; capped score 41/100 |
| Quarter | EPS Actual | EPS Est. | Surprise | Revenue |
|---|---|---|---|---|
| 1Q2025 | $0.00 | $-0.04 | 100.0% | - |
| 2Q2025 | $0.00 | $-0.03 | 100.0% | - |
| 3Q2025 | $0.00 | $-0.04 | 100.0% | - |
| 4Q2025 | $0.00 | $-0.03 | 100.0% | - |
The latest audited period is FY2025, not a conventional Q2 beat: GAAP revenue was $46.8M and GAAP gross margin was 66%; December MRR was a company-defined $19.4M, or $232M-plus annualized run rate. Management subsequently reported unaudited Q1 2026 revenue of about $60M and preliminary H1 revenue of approximately $127M versus $6.32M in H1 2025. It reaffirmed FY2026 revenue guidance of approximately $360M and an exit-ARR outlook of at least $500M. Those 2026 figures and ARR measures are unaudited/non-GAAP; final half-year results, cash flow, acquisition contribution and the September event are the required verification points. — Next: 2026-09-01
No structured transaction table was captured.
Rezolve's January 2026 primary offering sold 62.5M ordinary shares at $4.00, generating $250.0M gross and $237.5M after the 5% placement fee but before other expenses; the prospectus showed 398,827,587 shares after the offering and excluded 8,069,976 warrant shares. Earlier completed primary placements sold 20M shares for $50M gross in July 2025 and 37M for $200M gross in September, with about $47.3M and $190.6M net respectively. The 48,034,860-share ATM is authorized capacity under the November F-3; the reviewed filings do not disclose executed ATM sales, so capacity is not counted as proceeds. Crownpeak's 11,127,780 consideration shares and the large combined resale registration create holder supply but no fresh issuer cash. The approved $300M repurchase mandate remains authority, not an executed offset. Rezolve does not provide a current fully diluted point-in-time bridge that reconciles warrant exercise assumptions and Crownpeak consideration-share timing, so no synthetic total is presented.
17 decision-relevant primary filing(s) are displayed with accession-specific findings. Grade D+ measures fundamentals; trade state wait measures timing and is evaluated separately.
| Date | Form | Accession | What the filing changes |
|---|---|---|---|
| 2026-03-30 | 20-F | 0001193125-26-132456 | The 2025 Form 20-F reports $46.8 million audited GAAP revenue and 66% gross margin while disclosing going-concern uncertainty, a material weakness, historical losses and potential reliance on debt or equity financing. |
| 2026-08-06 | 6-K | 0001193125-26-338451 | The August 6 Form 6-K provides current company commentary and reiterates approximately $360 million of FY2026 revenue guidance, but it is not the final H1 financial statement package. |
| 2026-01-21 | 424B5 | 0001193125-26-017691 | The January 21 prospectus is a primary offering of 62.5 million ordinary shares at $4.00, producing $250 million gross and $237.5 million after the 5% placement fee before other expenses. It showed 398,827,587 shares after closing and excluded 8,069,976 warrant shares. |
| 2025-12-30 | 424B3 | 0001193125-25-335883 | The December 30 resale prospectus registers up to 11,127,780 acquisition-related ordinary shares for resale by a selling holder; those sales do not provide new operating proceeds to Rezolve. |
| 2025-12-29 | EFFECT | 9999999995-25-003944 | The December 29 EFFECT notice confirms registration statement 333-292302 became effective, but it contains no transaction economics and does not establish that any registered resale shares were sold. |
| 2025-12-19 | EFFECT | 9999999995-25-003862 | The December 19 EFFECT notice confirms registration statement 333-291842 became effective; effectiveness permits use of the registration but is not evidence of issuance, proceeds or current dilution. |
| 2025-12-19 | F-3 | 0001193125-25-326983 | The December 19 F-3 registers up to 11,127,780 acquisition-related shares for potential resale and details capital risks; it is resale capacity, not direct issuer cash financing. |
| 2025-11-28 | F-3 | 0001193125-25-302027 | The November 28 F-3 establishes an ATM framework for up to 48,034,860 ordinary shares through five named agents. It is authorized primary issuance capacity; absent disclosed executions, share counts and proceeds, it must not be treated as completed financing. |
| 2025-11-07 | 424B3 | 0001193125-25-272467 | The November 7 final 424B3 completes the registration chain for resale of 37 million shares issued in the September 25 PIPE. Rezolve had already received approximately $200 million gross at the primary closing; holder resales provide no additional proceeds. |
| 2025-10-17 | F-3/A | 0001193125-25-242648 | The October 17 F-3 amendment updates the same 37 million-share September PIPE resale registration, split between 24.4 million Alyeska shares and 12.6 million Citadel shares. It is an amendment to one program, not a separate raise. |
| 2025-09-30 | EFFECT | 9999999995-25-003255 | The September 30 EFFECT notice relates to registration statement 333-290523, which consolidated prior issuance and resale registrations. Effectiveness permits use of the prospectus but does not itself issue shares or establish proceeds received by Rezolve. |
| 2025-09-30 | F-3 | 0001193125-25-225236 | The September 30 F-3 registers resale of 37 million shares from the September PIPE. The underlying private placement generated approximately $200 million gross on September 25, while this holder-resale registration produces no new issuer cash. |
| 2025-09-30 | 424B3 | 0001193125-25-225191 | The September 30 424B3 consolidates issuance of up to 7,499,994 public-warrant shares at an $11.50 exercise price and resale of up to 175,525,654 holder shares. Warrant exercises could fund Rezolve; holder resales do not. |
| 2025-09-26 | F-3 | 0001193125-25-218250 | The September 26 F-3 uses Rule 429 to combine several prior programs: up to 7,499,994 public-warrant shares for primary issuance and up to 187,546,155 shares for holder resale. It supersedes and consolidates registrations rather than creating that many new financing events. |
| 2025-09-16 | EFFECT | 9999999995-25-002973 | The September 16 EFFECT notice makes registration statement 333-289103 effective for the July 2025 placement resale chain. It does not repeat the underlying 20 million-share primary financing or establish additional issuer proceeds. |
| 2025-09-16 | 424B3 | 0001193125-25-205149 | The September 16 final 424B3 registers resale of the 20 million shares issued in the July 2025 private placement. Rezolve received approximately $50 million gross at the primary closing; later sales by holders provide no issuer proceeds. |
| 2025-09-09 | F-1/A | 0001193125-25-199264 | The September 9 F-1 amendment belongs to the July 2025 placement resale program for 20 million ordinary shares originally sold for approximately $50 million gross. It updates registration disclosure and is not another primary issuance. |
RZLV point-in-time short-interest context only; no acceleration claim without a comparable dated series.
Unusual Activity: No unusual activity confirmed
| RSI (14) | 59.1 |
| EMA 20 | $2.64 |
| EMA 50 | $2.60 |
| EMA 200 | $2.76 |
| MACD | 0.069 |
| Signal | 0.032 |
| ATR (14) | $0.16 |
| Wyckoff | Transitional |
RZLV remains on wait under the September 1 earnings veto, so $3.05 and all risk levels are inactive. The $2.8299 stop is the August 26 post-gap low, while $3.0899 and $3.3499 are the August 25 and June 30 highs. This dated geometry yields only 0.18R and 1.36R, independently confirming that no retail entry is executable even without the event veto. The $2.96 quote at 2026-08-28T14:18:11Z and daily indicators are bounded by bars closed through August 27. A full post-release rebuild is mandatory. Daily indicators and pivots run only through the 2026-08-27 close.
| Indicator | Value | Signal |
|---|---|---|
| Reference close | 2026-08-27 | Daily structure is point-in-time controlled |
| Quote snapshot | 2026-08-28T14:18:11Z | Exact timestamp; not represented as a publication-time live quote |
| Opening observation | 2026-08-28T13:30:00Z | Regular-session range used for the single activation level |
Regime: risk-on
RZLV is direct AI-commerce exposure: stronger enterprise software budgets and retailer willingness to deploy agentic search can accelerate revenue. The offset is financing sensitivity. Higher rates, weaker small-cap liquidity or skepticism toward unaudited AI metrics can compress the multiple before operations mature.
The growth claims are exceptional, but the investable question is whether final filed accounts convert preliminary revenue and company-defined ARR into recurring gross profit and cash without another major increase in share supply.
In the retail war room, the September 1 release can gap RZLV through the August 26 low at $2.8299 before any stop executes. Small-cap liquidity can deteriorate abruptly, widening spread and slippage, so use limit orders and size for a full event loss rather than chart distance. Timing is binary: no position before reviewed results, and no chase of an opening spike above $3.05. Rebuild only after cash flow and share supply are known.
RZLV: directional flow remains unscored because no dated, inspectable transaction-level source was captured.
There is no active RZLV trade before the September 1 event. Preliminary H1 growth and reaffirmed guidance create a potentially powerful catalyst, but material-weakness history and 119.5 million primary shares sold across the July, September and January financings make verification mandatory. The unchanged $3.05 activation, August 26 stop at $2.8299 and dated targets at $3.0899/$3.3499 yield only 0.18R/1.36R and remain inactive; rebuild after final results, cash flow and ATM disclosure.
In the retail war room, the September 1 release can gap RZLV through the August 26 low at $2.8299 before any stop executes. Current trade state: wait.
This analysis is provided for informational and educational purposes only. It does not constitute financial advice, investment recommendation, or solicitation to buy or sell any security.
Past performance is not indicative of future results. All investments involve risk, including the possible loss of principal. Always conduct your own research and consult a licensed financial advisor before making investment decisions.
Data comes from point-in-time market snapshots, company filings, Yahoo Finance, SEC EDGAR, and public market data. Accuracy is not guaranteed.
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