Executive Summary / Key Takeaways

• Rezolve AI PLC is strategically positioned to revolutionize the $30 trillion global retail e-commerce market by addressing significant cart abandonment rates with its proprietary, specialized AI platform, BRAiNPOWA.
• The company's core technology, BRAiNPOWA, is a vertical large language model (LLM) designed specifically for commerce, offering unique capabilities in product knowledge, empathetic interaction, and sales closing techniques, which differentiates it from broader AI solutions.
• Recent strategic partnerships with Microsoft and Google provide unparalleled access to approximately 90% of enterprise retail customers, significantly accelerating customer acquisition and driving larger deal sizes, as evidenced by the nearly $10 million annual Liverpool contract.
• Rezolve AI is targeting an ambitious $100 million in Annual Recurring Revenue (ARR) by the end of 2025, supported by organic growth and strategic acquisitions like GroupBy, and has improved its adjusted EBITDA break-even target to $90 million ARR.
• The recent $200 million PIPE financing, closed in September 2025, bolsters the company's liquidity and provides capital for accelerated sales investment, accretive M&A, and further development of its core AI platform, positioning it for aggressive expansion.

The E-commerce Conundrum and Rezolve AI's Vision

The global retail sector, a colossal $30 trillion market, presents a stark paradox in its digital realm. While seven out of ten customers typically complete a purchase in a physical store, the inverse holds true online, where a staggering seven out of ten visitors abandon their shopping carts. This persistent challenge, rooted in the static and often frustrating digital shopping experience, represents a massive untapped opportunity. Rezolve AI PLC, founded in 2016, emerged with a clear mission: to fundamentally reinvent digital commerce by bridging this conversion gap through advanced artificial intelligence.

Rezolve AI aims to transform how consumers interact with digital platforms, moving beyond traditional search and filter mechanisms that have remained largely unchanged for decades. The company's strategy is built on three pillars: direct sales, strategic partnerships, and targeted acquisitions. This multi-pronged approach is designed to accelerate market penetration and establish Rezolve AI as a leader in the burgeoning AI-powered commerce landscape.

The BRAiNPOWA Advantage: A Specialized AI for Sales Conversion

At the heart of Rezolve AI's offering is its proprietary large language model, BRAiNPOWA. Unlike general-purpose AI models that aim to "boil the ocean" by absorbing vast amounts of information, BRAiNPOWA is a vertical LLM specifically engineered for the nuances of retail and e-commerce. This foundational model was trained on over 300 billion tokens, resulting in a 30 billion parameter model with an acute focus on product catalogs.

BRAiNPOWA is imbued with three critical skills designed to emulate and surpass the best in-store salesperson. First, it possesses deep product and category knowledge, enabling it to understand and contextualize product information effectively. This addresses a common AI challenge where models can "hallucinate" or misinterpret product descriptions, a problem Rezolve AI has patented a process to solve. Second, the LLM is trained for empathy, supported by a patent on prompt analysis, allowing it to better understand consumer intent and respond appropriately to diverse queries, from urgent needs to exploratory browsing. Third, BRAiNPOWA incorporates key sales techniques, ensuring it is geared towards closing a sale efficiently.

These technological differentiators translate into tangible benefits for retailers. Rezolve AI's product suite, built atop BRAiNPOWA, includes Brain Commerce for conversational interactions, Brain Checkout for streamlined transactions, and Brain Assistant for after-sales service. Brain Commerce, for instance, allows customers to find products and get comprehensive answers in 96 languages, including the "SEO Studio" developed in collaboration with Google . Retail partners leveraging Rezolve AI's solutions are experiencing stronger customer conversion rates, higher average order values, and greater omni-channel adoption, including increased usage of services like Click and Collect. The company's platform has already processed over $50 billion in gross merchandise value (GMV) and more than 13.5 million transactions year-to-date through April 19, 2025, demonstrating significant operational scale and impact.

Rezolve AI continues to invest in its technological roadmap, with plans for further development of its Brain Commerce Platform and expansion of Visual Search and Brain Checkout capabilities, funded by recent capital raises. This continuous innovation reinforces its competitive moat and drives its long-term growth strategy by enhancing its ability to deliver measurable ROI to customers.

Strategic Alliances and Acquisitive Growth: Fueling Market Penetration

Rezolve AI's journey to market leadership gained significant momentum with its public listing on NASDAQ in August 2024. This pivotal step provided the company with access to capital markets, enabling it to scale its operations and accelerate growth. A cornerstone of its go-to-market strategy involves landmark multi-year strategic partnerships with technology giants Microsoft and Google . These alliances are transformative, making Rezolve AI's solutions available on the Microsoft Azure Marketplace and Google Cloud platform, thereby granting access to approximately 90% of enterprise retail customers.

These partnerships are structured to incentivize adoption. Cloud customers can credit their Rezolve subscription spend against their existing cloud commitments with Microsoft and Google , while the partners' sales agents are incentivized by having Rezolve subscriptions count towards their sales quotas. This "double-whammy" approach is driving larger enterprise customers to Rezolve AI, resulting in average deal sizes that are significantly greater than initial internal estimates. A prime example is the multi-year agreement with Liverpool, Mexico's premier department store chain, announced in April 2025, which is expected to deliver nearly $10 million annually—ten times the company's initial forecast of $1 million per customer.

Complementing its partnership strategy, Rezolve AI is actively pursuing accretive acquisitions. The strategic acquisition of GroupBy, a leader in enterprise search, product discovery, and merchandising solutions, for $55 million in equity (at approximately $3 per share) in March 2025, exemplifies this approach. This acquisition enhances Rezolve's sales force, expands its North American customer footprint, and deepens commercial relationships. The Liverpool deal itself was a direct result of this strategy, as a former GroupBy customer was successfully upsold to Rezolve's Brain Commerce solution. This "roll-up strategy" is designed to accelerate enterprise customer adoption and market presence. Additionally, Rezolve AI has announced a collaboration with Tether to develop a crypto payment solution, aiming to advance cryptocurrency as an everyday payment method and eliminate transaction fees for merchants.

Competitive Landscape: Differentiating in a Crowded AI Market

Rezolve AI operates as a challenger in the rapidly evolving AI for retail market, competing against established players and emerging innovators. Its direct competitors include technology behemoths like Salesforce , Adobe , Shopify , and Oracle , all of whom offer AI-powered tools for retail personalization, e-commerce optimization, and customer relationship management.

Rezolve AI differentiates itself through its highly specialized, vertical AI approach. While Salesforce (CRM) offers a broader CRM suite with AI integrations, Rezolve AI's generative AI is more tailored for dynamic, real-time consumer interactions, potentially providing greater efficiency in personalization. Similarly, against Adobe's (ADBE) comprehensive digital experience software, Rezolve AI offers more retail-specific connections, aiming for significantly greater efficiency in e-commerce personalization. Compared to Shopify's (SHOP) e-commerce platform, Rezolve AI emphasizes deeper, cross-device consumer engagement, potentially offering notably faster processing for retail personalization. Against Oracle's (ORCL) enterprise software, Rezolve AI's consumer-centric features could provide materially lower operating costs for deployment, making it a more accessible option for brands.

Rezolve AI's competitive advantages, or moats, are primarily rooted in its proprietary BRAiNPOWA LLM and its unique distribution channels. The patented process for structuring product catalogs, coupled with its empathetic and sales-technique-trained AI, provides a distinct technological edge, enabling enhanced customer loyalty and potentially superior margins by reducing operational costs. The strategic partnerships with Microsoft and Google serve as powerful distribution channels, providing unparalleled access to enterprise customers and validating its technology.

However, Rezolve AI faces vulnerabilities due to its relatively smaller scale compared to its larger, more entrenched competitors. This can lead to higher customer acquisition costs and potentially weaker margins. Additionally, while its specialized AI is a strength, potential technological gaps in broader data infrastructure could expose it to threats from competitors offering more integrated solutions. The broader industry trend of increasing energy demands from AI data centers could also impact infrastructure costs, a factor that requires careful monitoring.

Financial Performance and Path to Profitability

Rezolve AI's financial performance in 2024 reflected a company in its foundational phase, prioritizing strategic build-out over immediate revenue generation. For the full year 2024, the company reported revenue of $188,000, primarily from ancillary business activities. The adjusted EBITDA loss for 2024 was approximately $43.8 million, while the GAAP net loss stood at $172.6 million. This GAAP loss included significant non-cash items such as $28.9 million related to the DESPAC transaction, a $44.3 million loss on extinguishment of convertible debt, and $25 million in one-time share-based compensation, alongside $10.6 million in interest expense.

Operating cash flow for 2024 was a negative $21.6 million, with capital expenditures at a modest $3.5 million. Approximately 50% of cash operating expenses were driven by headcount, with 75% of that allocated to sales, marketing, and research and development, underscoring the company's investment in growth.

The company has taken decisive steps to strengthen its balance sheet and bolster liquidity. Prior to its DESPAC transaction, Rezolve AI carried approximately $94 million in fixed-rate convertible debt. By the end of 2024, $53.8 million of this debt was converted into equity, and an additional $31 million was converted in February 2025, with $3.5 million repaid in cash. As of the end of Q1 2025, remaining debt included $30 million in traditional interest-bearing bank loans from Berenberg and $6 million in convertible debt expected to convert to equity by year-end 2025.

The company reported $18.9 million in cash on hand at the end of Q1 2025, with a monthly cash burn rate of approximately $2.2 million.

A significant financial development occurred in September 2025 with the closing of an oversubscribed private placement (PIPE Financing), raising $200 million in gross proceeds from the sale of 37 million ordinary shares at $5.40 per share. These proceeds are earmarked for accelerated investment in the sales organization, potential accretive M&A opportunities, working capital, and further development of its Brain Commerce Platform, Visual Search, and Brain Checkout capabilities. This capital infusion is critical for fueling the company's ambitious growth plans.

Rezolve AI's Software-as-a-Service (SaaS) business model is designed for scalability and flexibility, supporting high gross margins. The company anticipates cost growth, primarily driven by headcount, marketing, and hosting, to increase in line with revenue, with a strategic focus on revenue-generating roles. Management has refined its profitability outlook, now expecting to achieve adjusted EBITDA break-even at $90 million in Annual Recurring Revenue (ARR), an improvement from its prior estimate of $100 million ARR. This revised target reflects the company's confidence in its operational leverage and disciplined cost management, though the exact timing will depend on sales mix and contract specifics.

Outlook and Risks: Scaling for Dominance

Rezolve AI has set an ambitious target of achieving $100 million in estimated ARR by the end of 2025, encompassing both organic growth and acquired revenue. This guidance is supported by strong early momentum in 2025, including expanding enterprise customer adoption with recognized brands like BJ's Wholesale Club (BJ), Phoenix Suns, KFC, Ace Hardware, Coles Supermarkets (CGMCY), and Liverpool. The company's sales pipeline shows an average deal size greater than initially anticipated, largely attributed to the influence of its Microsoft and Google partnerships.

Despite the promising outlook, investors should consider several key risks. Execution risk remains paramount, particularly in scaling the sales organization, successfully integrating future M&A targets, and managing rapid growth. The competitive landscape is intense, with larger, well-capitalized players posing a constant threat. Technological obsolescence in the fast-paced AI sector is another concern, requiring continuous innovation to maintain its competitive edge. The company's current negative operating cash flow and reliance on its cash reserves and E-LOC for liquidity underscore the importance of achieving its ARR targets and reaching break-even profitability. Furthermore, management has expressed discomfort with using its "valuable equity" for acquisitions at current depressed levels, highlighting potential shareholder dilution concerns if equity remains the primary funding mechanism for M&A.

Conclusion

Rezolve AI PLC stands at a pivotal juncture, poised to transform the e-commerce landscape with its specialized AI solutions. The company's proprietary BRAiNPOWA LLM, designed specifically for retail, offers a compelling competitive advantage by directly addressing the pervasive problem of online cart abandonment and driving measurable improvements in conversion and average order value. Strategic partnerships with industry titans Microsoft (MSFT) and Google (GOOGL), coupled with a proactive M&A strategy, are accelerating customer acquisition and expanding its market footprint.

While the company's 2024 financials reflect a period of significant investment and foundational build-out, the substantial $200 million PIPE financing and the ambitious $100 million ARR target for 2025 signal a clear path towards accelerated growth and profitability. The improved break-even target of $90 million ARR demonstrates management's confidence in its scalable SaaS model and disciplined cost management. For discerning investors, Rezolve AI represents a high-growth opportunity in the rapidly expanding AI commerce sector, underpinned by differentiated technology and strategic execution. Success hinges on the company's ability to continue converting its impressive platform usage into contracted recurring revenue and effectively manage the inherent risks of scaling in a competitive, capital-intensive industry.