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Good day, and thank you for standing by. Welcome to the Rezolve Ai half year results 2026 webcast and conference call. At this time, all participants are in a listen only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star one and one on your telephone.

You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one and one again. Alternatively, you may submit your question via the webcast. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Crispin Lowery, Rezolve Ai President of Partnership and Capital Markets. Please go ahead.

Thank you operator, and good morning, everyone. Before we begin, I would just like to remind you that today's discussion will include some forward-looking statements. These statements include, amongst other matters, our expectations regarding full year revenue, annual recurring revenue, second half performance and seasonality, enterprise deployments, partner-led distribution, infrastructure licensing, the commercial potential of our technology, and our future operating and financial performance.

Forward-looking statements are based on our current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to materially differ. Please refer to risk factors contained in Rezolve Ai's annual report on Form 20-F and our subsequent filings with the Securities and Exchange Commission. We will also refer to annual recurring revenue or ARR, which is a non-GAAP operating metric. ARR is not a substitute for revenue recognized under U.S. GAAP and is not a forecast of future recognized revenue.

The definition of ARR is included in today's results announcement. Our results announcement and financial statements are available on Rezolve Ai's investor relations website. I will now hand over to Dan Wagner, our Founder, Chairman, and CEO. Dan, over to you.

Thank you, Crispin, and good morning, everybody. H1 2026 was a breakout period for Rezolve Ai. Revenue reached $130.8 million, compared with $6.3 million in H1 2025, an increase of approximately 1,970%, or nearly 21x. In six months, we generated nearly 3x the revenue that we reported for the whole of 2025. Our customer base also expanded to more than 1,640, compared to just over 950 at the year-end.

These figures demonstrate that Rezolve can execute against ambitious growth objectives, but if the investment case is larger, then the H1 numbers alone point out. I want to focus today on three developments that reinforce one another. First, we have built an increasingly powerful suite of agentic commerce, customer engagement, loyalty, and payments capabilities. Second, Microsoft, Google, Tata Consultancy Services, and Tech Mahindra provide Rezolve with global routes to market, enterprise deployment, and infrastructure adoption.

Third, the proprietary data intelligence, transaction, and payment infrastructure beneath our products can increasingly be licensed independently, creating a potentially much larger long-term opportunity Rezolve Ai. we are a business entering global scale. Our immediate priority remains execution. We now serve more than 1,640 enterprise customers across the group.

Publicly disclosed customer relationships include companies such as H&M, ASOS, Ferrero, Myntra, Rakuten Group, Omaha Steaks, Cineplex, Target, New Era, BJ's Wholesale Club, Rebag, The Container Store, Urban Outfitters, Punto Fa, Qatar Airways, and Graybar. I will not go through all 1,640, but they are all of equal quality.

The significance is not simply the number of customers. It is the installed base we are creating for the broader adoption of our technology. Our products address the principal stages of the modern commerce journey. Brain Commerce supports intelligent product discovery and customer engagement. Brain Checkout and our payments capabilities support transaction execution.

brainpowa provides sophisticated commerce intelligence and is our proprietary large language model. TraceWare, Auditable AI, and Rezolve Provenance provide accuracy, accountability, and trust. Our proprietary distributed database platform provides the reliable, current, and verifiable data infrastructure that AI agents require.

Together, these capabilities create the rails through which AI agents can access trusted information, understand intent, make decisions, engage customers, execute transactions, and support payments. We are distributing this technology through global industry leaders. We are also scaling differently from a conventional enterprise software company.

We are not attempting to build this business one customer and one salesperson at a time. Our relationships with Microsoft, Google, TCS, and Tech Mahindra provide access to global cloud marketplaces, enterprise sales organizations, established customer relationships, and large-scale implementation capacity.

Our brainpowa commerce-tuned models are available through Microsoft Foundry and can be deployed on Microsoft Azure with integrations across Microsoft Dynamics 365 and Microsoft 365 Copilot. Our relationship with TCS Rezolve Ai agentic commerce technology with TCS' global enterprise relationships, implementation expertise, and delivery network.

Our alliance with Tech Mahindra provides a route to market through more than 1,100 enterprise customers, approximately 146,000 professionals and operations across 90 countries. Our relationship with Google spans both the commercial distribution and infrastructure adoption. These relationships are not simply logos.

They are routes through Rezolve Ai technology can be introduced, procured, integrated, and deployed within enterprise environments around the world. They give us the potential to reach a substantially larger enterprise market without replicating the full cost, headcount, and geographic footprint of our partners.

Google validates the infrastructure opportunity, which is a very important strategic development following the half one period end, was Google's selection Rezolve Ai's proprietary distributed database technology after an extensive technical evaluation. The technology is being deployed at infrastructure level within Google Cloud, providing indexing and data pipelines supporting Google Cloud Web3 datasets.

The initial deployment covers approximately 100 terabytes of data, which is a lot of data, across 10 blockchain networks, which is a lot of blockchains. This is important because Google did not simply select a front-end commerce application. It selected Rezolve Ai infrastructure for deployment inside of one of the world's leading technology platforms.

This is a significant external validation of both our technology and our infrastructure strategy. The technology was built to provide accurate, current, and verifiable data at scale. That capability is essential as AI evolves from answering questions to taking actions and executing transactions.

AI agents will only be as reliable as the data, intelligence, and transaction infrastructure beneath them. S&P Global Market Intelligence forecasts that annual spending on AI infrastructure supporting data ingestion, integration, and preparation will grow from approximately $109 billion in 2025 to $209 billion by 2030. We believe Google's selection establishes an important reference deployment from which Rezolve can license its infrastructure more broadly across cloud computing, commerce, payments, financial services, digital assets, and other enterprise markets.

We also believe Google is the beginning of this opportunity, not its conclusion. We expect to announce further infrastructure licensing agreements in the near term. Payments, loyalty, and production scale validation. We are making important progress across payments and loyalty as well. The completion of the Reward acquisition expanded our capabilities across more than 15 markets.

Reward now has relationships with Barclays, Visa, Mastercard, NatWest, and Mashreq and has returned more than $2 billion in cashbacks to customers. Following the period end, our partnership with Zilch extended these capabilities into a payments platform servicing almost 6 million customers and driving more than $3.3 billion annually to our partner merchants. Our technology also demonstrated production scale during the FIFA 2026 World Cup.

Measurement period from June 1 through July 31. Across 16 stadiums, the platform processed approximately 103 million app opens from 9.86 million unique devices and recorded 5.84 million geofence events. These are important proof points. They show that Rezolve technology is not confined to demonstrations or pilot projects. It operates inside live, high-volume environments. As we move into H2, we have a seasonally stronger second half. Before I hand back to Arthur, I want to address the shape of the year.

The revenue profile for Rezolve is weighted towards the second half. Last year, we did $40 million in the second half versus $6 million in the first, and this is reflecting the peak retail and holiday trading, customer campaign activity, enterprise deployment timing, and increased partner-led distribution. Our approximately $360 million of full-year revenue guidance implies half-two revenue of approximately $229 million, around 75% greater than H1.

We believe our expanded customer base, growing product suite, enterprise deployments, and global distribution relationships provide a strong foundation for that expected second half performance. We therefore reaffirm our expectation of approximately $360 million of revenue for fiscal year 2026, and our target of at least $500 million of ARR as we exit the year. I now hand the call to Arthur to discuss our financial performance in more detail.

Thank you, Dan. Hello, everybody. Let me walk us through our financial performance for the first half of 2026. Revenue for the six months ending June 30, 2026 was $130.8 million, compared with $6.3 million in the first half of 2025. This represents a transformational increase in the scale of our business and reflects the significant progress we have made in expanding our customer base, deployments, and revenue-generating activities.

Gross profit increased to $63.9 million, compared with $6 million in the prior year period, with a gross margin of 48.9%. Our gross margin today reflects the current mix of software professional services, loyalty, and platform activities, as well as the delivery and implementation costs associated with rapidly scaling enterprise deployments. It is important to emphasize that not all revenue streams carry the same margin profile.

Loyalty and professional services, for example, are generally lower margin businesses, while our software, recurring platform revenue, and infrastructure licensing businesses provide significantly greater margin potential. As our revenue mix continues to evolve, we expect the increasing contribution from higher margin software and recurring platform revenues to create meaningful operating leverage and drive continued improvement in gross margins. Our reported operating loss for the first half was $128.1 million, compared with $32.4 million in the prior year period.

The reported operating loss includes substantial non-cash expenses, most notably $41.5 million of share-based compensation and $20.4 million of depreciation and amortization. At the same time, we continue to make significant investments in sales and marketing, research and development, enterprise delivery capabilities, and infrastructure capacity. These investments are designed to support a business that is now operating at a fundamentally different scale and to position Rezolve for the significant revenue opportunity ahead.

After an income tax benefit of $4.5 million, our reported net loss for the first half was $139.5 million, compared with $57.9 million in the prior year period. We believe it is important to look beyond the reported GAAP loss and understand the underlying economics of the business. On an adjusted EBITDA basis, our loss was $32.6 million. This reflects adjustments primarily for non-cash expenses and one-time costs associated with acquisitions and organizational restructuring.

The key takeaway is that the underlying operating performance of the business is improving rapidly as revenue scales, while many of the investments we are making today are designed to support substantially greater revenue and profitability in the future. Net cash used in operating activities was $96.1 million during the first half, compared with $19.8 million in the prior year period.

Net cash used in investing activities was $148.3 million, primarily reflecting business combinations, continued platform development, and other investments supporting our growth strategy. At the same time, net cash provided by financing activities was $232.5 million. During the first half, Rezolve raised approximately $250 million of gross equity capital, providing the resources to accelerate investment in our technology platform, enterprise deployments, working capital, and other strategic initiatives.

At June 30th, 2026, we had $33.2 million of cash and cash equivalent, together with $67.4 million of restricted cash, totaling approximately $100.5 million. Restricted cash is presented separately because it is not immediately available for general corporate purposes. As we continue to scale the business, we remain focused on disciplined working capital management, debt maturities, and capital allocation. As we look forward to turning to our outlook, we are affirming our expectation of approximately $360 million of revenue for full year 2026.

We believe the second half will benefit from several important factors. First, as Dan already mentioned, our business is naturally weighted toward the second half of the year, particularly the fourth quarter, reflecting the seasonal strength of retail and commerce. Second, we expect the continued rollout of customer deployments to contribute meaningfully to second half revenue. Third, we now have a significantly larger customer operating base than we had at the beginning of the year, 1,640 compared to our 950 at the beginning of the year.

Finally, our partner-led distribution strategy is beginning to expand the reach and scalability of the business, creating an increasingly powerful channel for bringing Rezolve technology to enterprise customers around the world. Importantly, we continue to target at least $500 million of ARR exiting 2026. Taken together, these results demonstrate that Rezolve is entering a new phase of scale and growth.

We have built the platform, established the enterprise relationships, and created the distribution engine to support the next stage of the business. Now our job is simple: convert that scale into recurring revenue, expand margins, and turn growth into profitability. With that, I will hand the call back to Dan for closing remarks.

Thank you, Arthur. There are three messages I would like investors to take from today's call. First, the H1 results demonstrate execution. Revenue reached $130.8 million. Growth was approximately 1,970%, and our customer base expanded beyond 1,640 enterprise customers. Second, our global distribution model is strengthening. Microsoft, Google, TCS, and Tech Mahindra provide Rezolve with access, credibility, and enterprise deployment capability at a scale that would be extremely difficult to reproduce independently.

Third, Google's infrastructure deployment validates a much larger long-term opportunity. We have built more than a collection of AI applications. We have built the data, commerce, intelligence, transaction, and payment rails required for the agentic economy. Those rails power our own products, but they can increasingly be licensed independently as infrastructure. That combination demonstrated execution, global distribution, and proprietary infrastructure is what makes Rezolve opportunity so significant.

We remain focused on delivering our approximately $360 million of revenue for fiscal year 2026 and reaching at least $500 million of ARR as we exit the year, and converting our emerging infrastructure opportunity into material commercial agreements.

At our Nasdaq Investor Day on October 6th, we intend to demonstrate how the full technology stack connects from trusted data and commerce intelligence through auditable workflows, transactions, and payments, and how we plan to commercialize those capabilities. Thank you very much for joining us. Operator, we are now ready to take questions.

Thank you. To ask a question, you will need to press star one and one on your telephone and wait for your name to be announced. To withdraw your question, please press star one and one again. If you wish to ask a question via the webcast, please type it into the box and click submit. One moment for our first question. This one comes from Rohit Kulkarni from Roth Capital Partners. Please go ahead.

Hey, thank you. Nice first half and solid outlook. Perhaps, if you can provide more color at the outlook based on all the partnerships that you have announced recently. How do they contribute to your revenue outlook and to the extent, how does the shape of the revenue evolve with partnerships versus in our sales? I know you have built out a solid sales organization now. Just talk through how you expect that mix as well as the key partnerships to evolve.

Thanks, Rohit. These partners have long-standing relationships with their customers, and they provide the infrastructure technology to support those customers' engagement with their customers. Tech Mahindra, Tata Consultancy Services, Microsoft, Google, they are deeply embedded in their corporate customer infrastructure, and they are trusted parties. We are relative new guys on the block. So when we get introduced to these customers via these distribution partners, we carry a huge amount of respect right out of the gate.

It allows us to be taken as read that we have the chops and what it takes to deliver solutions for those customers. So we are being brought into blue-chip accounts, long-standing customers of our partners, and immediately we are engaged in deployment discussions. This is what is driving the very impressive momentum that we are seeing in the business because we are being brought in by very credible partners of our customers.

This is all just starting to ramp up because these partners are enormous and we are minnows, relatively. We are starting to see the fruits of those relationships land here in 2026. We have other partners that we will be announcing soon of impressive size. We are starting to become the main source for commerce and retail agentic capabilities because we feel and are seeing that we are the only game in town, and our partners are validating that. We obviously have a direct sales force that we built up over the last year, and that sales team is completely consumed by the deals that are coming through these partners.

Okay, great. Perhaps a follow-up to Arthur and his comments on gross margin and maybe add a little bit on capital requirements as well. What is the normalized gross margin profile right now, and how do you think in the mix between software and intra licensing and partner-led revenues affects gross margin over the next 6-12 months? Quickly recap what are you assuming on the capital requirements of the business in your second half guide?

Okay. Thanks, Rohit. Thanks for the question. Our gross margin for the first half is 48.9%. It's obviously on the lower end, but mainly due to our acquisition of the loyalty business in the beginning of the year, as well as continued deployments of professional services. As we said, professional services is a way to help our customers get onboarded, and get themselves ready, especially from the data management side of the world.

There's a lot of work that needs to be done that's not as high margin business. Our core margin business, as we have said time and again, is that it's more than 90%. We always will focus on a higher. That is the goal of both loyalty and the professional services is enabler for us to upsell and cross-sell our agent commerce infrastructure platform. Therefore, we're getting the high margin business.

Over time, we expect that we will get, as we get into the second half of this year and into next year, we'll see this margin improve because of the uptake of our core agent commerce platform, which is the higher margin business. Okay? In terms of the capital needs, we don't really need any capital, except for growth. For us, the working capital for our running day-to-day, we are perfectly fine.

As I said, on a cash and cash equivalent, and even including the restricted cash, we have close to $100 million of cash as of June 30th. We have a runway to deal with that. We're obviously looking at different structures, of debt structures and other things, really on the strategic side. As we look at different potential acquisitions in the future, this is probably where our capital needs really are, but that's all aligned to opportunity versus the running the day-to-day. Okay?

Okay, great. One last one, and then I'll go back in queue. On the Google announcement recently, I guess, any more kind of color on the economics or the future revenue potential? The release said that there was a little bit of exclusivity as well as 100 TB data across 10 blockchain networks. Perhaps just talk about how you expect the monetization to scale with data volume and use cases. Sounds like a very exciting opportunity.

Look, I think the upside is many billions of dollars in revenue Rezolve Ai, billions from that one account alone. That's the upside. Where we are now is we're right at the very beginning. We've been selected from a hotly contested selection process. I think there were 24 companies vying for the contract. The fact that we were selected is the beginning of what we believe to be a very meaningful relationship with that one customer.

That is just the beginning. The technology validation by Google is a huge endorsement of the capability set Rezolve Ai has built by building the infrastructure for the agentic economy. This is what we discussed in my annual report for 2025, how we explained we built the database infrastructure, we built the payment rails for this new agentic world.

I don't believe anyone has spent the years that we spent investing and thinking about how this new agentic world needs infrastructure to support it. We did it because we had a very clear focus on agentic commerce. But the agentic world is not restricted to commerce. It's much broader than that. We have this new development for us, this new market opportunity for us, is just the beginning of what I think is extremely meaningful. We have refocused effort into selling this into the market.

Okay, great. Thanks, Arthur. Thanks, Dan.

Thanks.

Thank you. We are now going to take our next question. This one comes from Brian Kinstlinger from Alliance Global Partners. Please go ahead.

Great. Thanks. Great to see all the progress you're making, especially the monetization of your data with Google. I am curious with the terabytes of data, my question is around the pricing strategy. Is it based on a subscription of usage? Is it licensing? Are there annual minimums you can share? Any way you can talk about the pricing strategy would be great.

Brian, I really can not because there are some developments coming that I just can not get into that. Hopefully, that information will be available to the market in the coming weeks, because there is some follow-on news, and I think that that will give greater visibility to what you are asking.

Then, I guess from a benefit to profit, I assume the cost of data is de minimis almost?

Correct.

Should we think about this margin above almost your 90% core margin business?

Again, I don't want to preempt what's coming. I can't really comment on that right now. But look, it's a very lucrative, I'll put it like this, very lucrative for Rezolve Ai. There will be more information on this in the coming weeks.

Okay. My follow-up and my last question on Tech Mahindra and TCS, obviously a little bit of a different business model than Google and Microsoft. Can you talk about the early evidence you talked about impacting customer acquisition? Is it expanding reach in geography? Is it new accounts? Maybe talk about how it's impacting.

These are companies that do what we do, that we were doing with professional services. They've been doing it for a lot longer, have a lot more customers. What happened was we were selling Rezolve technology into customers. We recognized that we needed to provide them with some professional services.

We spun up our professional services capability. It became clear that the longstanding professional services companies, Tech Mahindra, TCS being two, recognize that there is demand for our capabilities and our products, and that they will provide those professional services, and we would provide the technology.

In many respects, the gross margin for us is much better when we sell through these guys because they do the professional services and we just provide the tech. It's easier for us and faster for us to deploy and to win accounts because they're winning them for us. That's kind of how it works with those guys.

Great. Thanks.

Thank you. There's more of those to come, by the way. Soon to be announced.

Thank you. We are now going to take our next question, and this one comes from Thomas Forte from Maxim Group. Please go ahead.

Great. Thanks. Dan, Arthur, and Crispin, congrats on the strong results. I have one question, one follow-up. I will go one at a time. Dan, congratulations on your AI infrastructure deal with Google. Can you discuss how the effort complements your agentic commerce efforts?

Yeah. The whole infrastructure play for Rezolve is that we have built a unique database architecture in the blockchain, and we have built a set of payment rails in the blockchain that are designed to cope with the materially increased volume of activity that the agentic world demands.

I will give you an example, Tom. If you wanted to buy a pair of sneakers today, you would maybe go to Foot Locker, maybe go to Nike. But if you ask ChatGPT to help you buy a pair of sneakers, it will send agents out to 500 sites and interrogate them. If you think about how much volume of activity is going to happen just by you asking ChatGPT instead of searching yourself, it is going to go up hundreds and hundreds of X. Okay?

The agentic world is going to continue to see that kind of massive increase in volume activity. We believed that in order to provide our services to market as long ago as 2016, that we need to build the infrastructure to support that because the existing internet and the existing payment rails cannot do it. We started building that infrastructure, devising it and building it, and that is now been licensed by Google to support their ambitions in this market. I think that says a lot about the insight, the foresight, and the vision that Rezolve had in building this infrastructure in the first place.

Excellent. For my follow-up, Dan, can you give us your current thoughts on the competitive environment for agentic commerce?

I don't believe there is much out there, Tom. I'm pleased to say that there's a lot of hand-waving, there's a lot of fireside chats going on about what agentic commerce is and so on, and we have actual infrastructure and actual products that we're selling it to customers. I don't think there's anybody else out there doing that, or we're not aware of it. I think that's why we're seeing these large hyperscalers, these large system integrators, these customer wins accelerating as they are, because I think that we are, at the moment, stand out in this market.

Thank you, Dan.

Thanks, Tom.

Thank you. We are now going to take our next question, and this one comes from Mike Latimore from Northland Capital Markets. Please go ahead.

All right. Great. Thanks. Yeah. Congrats on the strong first half here. Just to be clear, does the second half guidance, does that include any expected acquisitions or is that all kind of organic versus first?

No. It does not include any acquisitions. It is purely organic from our expectation.

Got it. Is there a way to determine how much of the growth you expect comes from current customers expanding versus new logos being added?

Actually, it's both. We see current customers who started with a small engagement with us learning about the very vast capabilities we have, who are doubling down or tripling down or quadrupling down on their commitment to us. We're seeing new big accounts coming in with larger value. The value of our customers' contracts are going up because we're being brought into very large accounts by Tech Mahindra and TCS and so on. A combination of both those things, an increase in the value of contractual engagement and the increase in the utilization of our services from existing accounts.

Okay. It sounds like this distributed data platform, Google partnership, and others can expand quickly. Is that product category meaningful to the second half guidance, or is that more of a 2027 impact?

Yeah, I think Look, it's not a segment by itself because it is part of our overall agentic infrastructure. It is part of everything that we do. We've historically always been deploying that technology to support our agentic commerce customers. This is just scaling that and obviously looking for scaling to Google and other hyperscalers to expand ourselves. It is not as if it's a new line of business that we're doing. It's an established line of business as core to our agentic commerce.

I think of it as an internal product that's being sold internally to be utilized by the company, and now we've got external customers for that. We think it's very similar to the AWS playbook. Amazon built AWS to support the very fast momentum that they had in their retail business, and then they found that actually there are customers to use those cloud servers and infrastructure, and that became a very meaningful part of their business. In fact, I believe it's the most meaningful now. We see a very similar playbook playing out with the agentic infrastructure that we built.

Great. And just on your professional services business, how many people do you have working in that part of the organization? Then it sounds like you are really helping customers prep their data to deploy agentic commerce. I guess just want to clarify that.

Yeah

How long does it take to do that and then move on to the selling the software?

There is about 700 people in that group, mainly based in India. Very capable, very smart people. In terms of how long does it take, obviously, it depends on the size of the customers and their customer's catalog and what they want from us.

But what we are finding is that one of the main products we have is called Enrich, where we use AI to enhance the product catalog and make it better and more visible, both to consumer interrogation and also the answer engines like ChatGPT and Gemini and others are seeing that product catalog and being able to utilize it in answering customer queries. So that Enrich product is a main part of the professional services engagement by making that richer and more usable in this new agentic world.

Great. Thank you.

Thank you. We are now going to take our next question. This one comes from Mason Marion from Cantor Fitzgerald. Please go ahead.

Yeah. Hi. Thanks for taking our questions here. I want to go back to the Google deal. Are there other similar opportunities out there to license this technology? Would it make sense for some of the other hyperscalers, or was there just something specific to Google?

There are other opportunities. In fact, there are many. We have a number that are in various stages of discussion, and we expect to be announcing those in the second half.

Understood. Good to hear. When you think about this implementation, will it take some time? Is there a heavy lift, or will this turn on pretty quickly here with Google?

No. The one that we've announced is already being deployed. There is another infrastructure piece that we talked about, which is our payment rails, and we hope to announce licensing of that as well in the coming months.

Thank you.

Thank you. There are no further questions on the phone line. I will hand back to the speakers for web questions.

Web questions?

No, I don't believe there are any web questions. I'd like to thank everybody for their time and for those who have posed their questions to us. I'd like to close by saying that H1 demonstrated the Rezolve Ai has already achieved. The opportunity ahead is to combine that operating base with global partner distribution and a new infrastructure licensing business recently validated by Google. We look forward to updating you on our progress and presenting the full platform to you at our Nasdaq Investor Day on October 6. Thank you very much.

Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.

Good day and thank you for standing by. Welcome to the Rezolve AI second half and full year 2025 earnings conference call. At this time, all participants are in listen-only mode. After the speaker's presentation, there will be the question and answer session. To ask a question during the session, you need to press star one one on your telephone keypad. You will then hear an automatic message advising your hand is raised. To withdraw your question, please press star one and one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to our first speaker today, Michael Guido. Please go ahead.

Thank you and good day to everyone. Welcome to Rezolve's second half and full year 2025 earnings conference call. Leading today's discussion are Dan Wagner, Rezolve's Founder and Chief Executive Officer, and Arthur Yao, Rezolve's Chief Operating and Financial Officer. Our second half and full year 2025 earnings press release was issued earlier this morning, Eastern Time, and can be found on our investor relations website. Today's discussion will include statements that constitute forward-looking information or forward-looking statements. These statements reflect management's current beliefs and expectations and are subject to a number of factors that may cause actual results to differ materially from those statements. These factors include, but are not limited to, those discussed in our SEC filings and earnings release. These statements do not guarantee future performance, and therefore undue reliance should not be placed upon them.

We do not intend to update these forward-looking statements as a result of new information or future developments except as required by law. Additionally, our discussion will include both GAAP and non-GAAP financial measures. These non-GAAP financial measures should be viewed in addition to and not as a substitute for Rezolve's reported results prepared in accordance with U.S. GAAP. Non-GAAP financial measures referenced in today's call are reconciled to the most directly comparable GAAP measure in our SEC filings and earnings release. For more information regarding definitions of our non-GAAP measures, please see our earnings release and SEC filings, which are or will be available on Rezolve's investor relations website at investor.rezolve.com and on the SEC's website at www.sec.gov. Finally, as a reminder, today's conference call is being recorded and the replay will be available on our investor relations website.

At this time, I'd like to turn the call over to Dan.

Thank you, Michael, and good morning, everybody. 2025 was the year Rezolve AI stopped being a player in AI and became the essential logic of global commerce. We have moved past the experimentation phase. Today, Rezolve is live production-grade infrastructure operating at a global scale. To understand the scale of our execution, look at where we started. We entered 2025 as a newly listed company with limited revenue, less than 100 employees and no offices. At that time, I told the market we would target a $100 million ARR exit. Today, we are announcing that we have shattered those targets. We exited 2025 with a record December monthly recurring revenue of $19.4 million, establishing an exit annual recurring revenue of $232.8 million, more than double our original guidance.

We now operate out of 32 offices globally with a world-class team of over 1,000 employees. Our platform is live and scaling across more than 950 enterprise customers. We delivered $46.8 million in total revenue for the year, driven by an explosive 543% growth in the second half. It is critical to understand the dual engine driving our trajectory. Our explosive growth is underpinned by a disciplined roll-up strategy of legacy enterprise search and commerce companies. Through the strategic acquisitions of GroupBy, Crownpeak and most recently Reward, we have systematically captured the enterprise discovery and transaction layers. These acquisitions were transformational building blocks, contributing nearly $90 million to our $232 million ARR exit and allowing us to seamlessly transition established legacy customer bases onto our high-margin agentic architecture.

However, the vast majority of our momentum is purely organic. By leveraging our base of over 950 enterprise customers, our direct sales efforts and strategic partnerships with Microsoft and Google are delivering explosive performance and high-value contracts. This hybrid approach, combining strategic consolidation with massive organic scale, is exactly what drove our exit ARR of $232 million and $46.8 million full-year revenue result and provides the foundation for global dominance. Our success is built on a superior technological foundation. Our proprietary LLM BrainPower is purpose-built for commerce and engineered for zero hallucination. In head-to-head benchmarking, BrainPower consistently outperforms general purpose models in SKU level precision and determinism in commercial outputs. The technical lead is why we command a 90%+ core software margin and enterprise trust in our engine because it's built for execution, not just conversation.

Furthermore, we are executing the most significant AWS playbook of the AI generation. Through the acquisition of Subsquid, SQD, we have secured a proprietary distributed blockchain database that removes our dependence on third-party ledgers. We are deploying this internally to power our 112.7 billion API calls today with a clear path to commercialize this decentralized database architecture for the broader enterprise market tomorrow. The reason we are moving so aggressively is because of a fundamental shift in the Internet. We are moving from a world of manual search to a world of agents. Today, a consumer visits one or two digital sites to find a product. Tomorrow, AI assistants like Siri, Gemini, and ChatGPT will shop on behalf of the consumer, querying hundreds of stores simultaneously. This will trigger a 100x explosion in transaction volume and API activity.

Rezolve is the toll booth for this surge. We are already seeing the first waves. We have noticed a 20% uplift in traffic to customer sites that we believe is directly attributable to agentic activity. We are executing this from a position of unrivaled financial strength. We have secured over $750 million in total funding, including our oversubscribed $250 million raise this past January. It is important for our shareholders to know that the company has zero requirement for additional operational equity to execute its 2026 mission. We are fully funded, and our cash reserves provide more than sufficient runway for the day-to-day operations and organic growth. We enter 2026 with unprecedented visibility, underpinned by a $232 million contracted revenue base.

On the back of this momentum, we are upgrading our 2026 revenue guidance to $360 million. This represents a 7.5x growth over 2025, and we view it as a conservative baseline. I'll now hand over to Arthur Yao to take you through the financial details.

Thank you, Dan. Rezolve reported $46.8 million in 2025 GAAP revenue, materially outperforming market consensus. The 543% sequential acceleration in the second half reflects the transition of our enterprise customers from integration into live production. Our exit velocity is exceptional. We delivered $19.4 million in December monthly recurring revenue, implying a $232.8 million ARR run rate. This is supported by the $232 million contracted revenue base dimension, providing high conviction visibility into our 2026 targets. While group GAAP gross margin was 66%, our core software margins remain elite at over 90%. As software-related revenue becomes a larger share of our mix, we anticipate blended margins to expand significantly, highlighting the operating leverage inherent in our model. I want to highlight the structural efficiency of our growth.

While we report a net loss of $101.4 million for the year, it is crucial to note that we only burned $34.2 million in cash. The remainder was driven by non-cash balance sheet adjustments. More importantly, we have already validated the fundamental profitability of our model. In December 2025, Rezolve achieved positive Adjusted EBITDA for the first time. This proves that profitability is a lever we fully control as we scale. Looking ahead to 2026, I want to be clear, we could be profitable today if we choose to be. However, we do not expect to push for full year profitability in 2026 because we are making the deliberate strategic choice to prioritize aggressive investment in our global sales organization and market expansion.

We are investing from a position of strength to capture the massive structural shift toward agentic commerce. As Dan emphasized, we enter 2026 in our strongest ever capital position. With over $750 million in total funding secure, we are fully funded for our 2026 objectives. We do not intend to raise new equity for operational needs. Use of equity going forward will be restricted to high value, profitable acquisitions such as Reward, which bring immediate self-financing revenue to Rezolve.

We are guiding to $360 million in GAAP revenue for 2026. A targeted ARR exit rate of $500 million. Now back to Dan for closing remarks.

Thanks, Arthur. In summary, 2025 was the inflection point. 2026 is about capturing the agentic explosion. We have built the infrastructure powering the agentic commerce revolution and the essential logic that makes for the future of global commerce possible. Before I open the floor for questions, I'd like to point everybody to the special annual report we have produced, which is available via a link in the press release of today's results. We produced this report to give greater understanding to our strategy and the future potential of the company. I would encourage you all to take a moment to download that PDF. Now I'd like to open the floor for questions and thank you all very much for joining.

Thank you. Dear participants, as a reminder, if you would like to ask a question, please press star one one on your telephone keypad and wait for a name to be announced. To withdraw a question, please press star one and one again. Please stand by while we compile the queue from the roster. This will take a few moments. Now we're going to take our first question, and it's from the line of Thomas Forte from Maxim Group. Your line is open. Please ask your question.

Great. First off, Dan, Arthur, congrats on a very strong 2025. I have one question, one follow-up question. Dan, would really appreciate your thoughts on the following. At the industry level, it seems like there are large AI market participants that are learning that retail e-commerce is a more challenging opportunity to capitalize on than they may have initially anticipated. What are the implications of that for Rezolve AI?

Thanks, Tom. You're absolutely right. What we're doing isn't easy, and it took us nearly 10 years to get to the point where we are today in perfecting the ability to deal with the complexities of commerce in an AI world, in an agentic world. The main issue is that commerce isn't easy in that it's made up of so many different moving parts, from inventory to product database, movements to payments, to merchandising, and much more. Rezolve, having been previously in previous lives, running e-commerce systems at scale. We understand the complexities, and we understood them when we started in 2016, the foundation of Rezolve.

We approached this from the very beginning as a method of solving many of the issues that commerce and e-commerce systems face and improving the way in which they can operate today. We believe that we have a 10-year lead on everybody else. Having done that, I think we're starting to see the fruits of that effort coming through in the numbers.

Excellent. For my follow-up, can you provide your current thoughts on your strategic partnership with Tether to enable consumers to purchase merchandise with Stablecoin, Bitcoin and cryptocurrency in general?

Yes. So we believe that Rezolve Pay is one of the most exciting developments in the business. It doesn't represent revenue in the current numbers, but we believe that it is one of the major drivers for the future. We believe that stablecoins like Tether provide a better way to converse in the agentic world. That is not only because of the instant settlement and the design of the infrastructure to support interactions with agents, but also because the way we're proposing to introduce this for merchants is that there is no fees associated with their adoption of this new payment method. Of course, we're in a very good place with 950 large enterprise customers to start the deployment of it.

We expect to see some momentum in Rezolve Pay this year, and we're extremely excited about its potential over the coming years.

Thank you, Dan.

Thank you. Now we'll go and take our next question. The next question comes from the line of Brian Kinstlinger from Alliance Global Partners. Your line is open. Please ask the question.

Great. Thanks so much for taking my questions. Solid year. Can you talk about the sales cycle and how it's changed as the company has demonstrated more success? I think the press release said AI adoption has gone from 18 months to 4-6 weeks. Is that describing the average new customer acquisition timeline in the recent months?

Yes. We have different products, Brian, and, you know, some of them can be deployed very, very fast, and some take a little bit longer. The timeline typically now is 4-6 weeks, up to 3-6 months, depending on the level of solution that the merchant wants to take on. We can get going straight away.

Okay, great. The $500 million run rate guidance and the $360 million in guidance for the year in GAAP revenue, does that include additional M&A? Maybe if you could touch on how you think about the mix today versus the mix, say, a year from now of services versus software?

The $360 million of EBITDA guidance for the full year 2026 does not include new acquisitions. That is what we have today, plus organic momentum. Obviously, if we make acquisitions, we are likely to increase guidance. The mix is still a third, where really two thirds you could argue is organic, given that a third of it is partnership deals, a third of it is organic sales, and you could lump those two together, and then another third is M&A.

Great. Thank you.

Thank you. Now we're going to take our next question. The question comes from the line of Michael Latimore from Northland Capital Markets. Your line is open. Please ask your question.

All right, great. Yeah, congrats on the excellent 2025 year. I guess, Dan, in terms of the organic drivers, you know, as you look, you acquired some good companies in 2025. You expanded organically, materially in 2025. What were the biggest, say, cross sells or product upsells that you had in 2025? As you look to 2026, you know, which kind of product cross sells, upsells are kind of most visible?

Well, you know, fundamentally, Mike, the upsells to the acquisitions in 2025, really, there was only one acquisition that we had for most of the year. That was GroupBy, and that contributed $18 million of ARR to Rezolve. We didn't acquire Crownpeak until December of the year, which, you know, contributed a further $70 million to the ARR. But if you take GroupBy, which we had the experience with, we were able to upsell a variety of AI-generated enhancements to their product discovery solutions, including things like our SEO studio, which allows merchants to create landing pages dynamically based upon what's trending in terms of search through Google and Bing. Conversational commerce, of course.

Other merchandising capabilities that we have using AI and other enhancements, including capability that we have to analyze returns and to make sure that through marketplaces like Amazon, those returns are being fully credited. There's a variety of different things that we're able to upsell very quickly into those customers. The main driver is our suite, our Brain Suite of conversational commerce and AI enhancements to the full end-to-end journey.

I guess as you look to the organic opportunity in 2026 here, do you think most of the growth organic will be, you know, new customers coming online or expanding with the businesses you acquired?

I think that we're gonna sign a lot of new customers, and I think that we're gonna expand considerably with existing customers. There is a huge potential. As I mentioned before, I think that what's gonna happen is you're gonna see 100x plus of volume of transactional activity. Given that largely our contracts are based on API calls, just the nature of agentic interaction with our customers, driving additional transaction, you know, product discovery queries, is going to drive our volume of revenue up significantly, potentially 100x, right? Because the nature of those transactions are gonna go up that much. If you can't support them through the interfaces of your e-commerce platform, then you know, you need us to deliver that.

If you're existing customers, you're gonna need to pay us more to support that. Otherwise, you can't take the orders.

Yeah. Okay. Great. Thank you.

Thank you. Dear participants, as a reminder, if you would like to ask a question, please press star one one on your telephone keypad and wait for your name to be announced. Now we're gonna take our next question. The question comes to line of Rohit Kulkarni from Roth Capital Partners. Your line is open. Please ask your question.

Hey. Thank you. Thanks, Dan and Arthur. Congrats on 2025. On the 2026 revenue outlook, I think it seems there is a greater sense of conviction in the outlook. Please correct me if that's the right way to characterize the way you have phrased, you know, contracted revenues. That's a growing base of contracted revenues as compared to what we have seen in the past, hearing from you. Perhaps draw that out a little bit. How should we think about your conviction as well as kind of near term versus medium term upside to revenues?

Yes. Thanks, Rohit. I think that's a great question, actually. You're absolutely right. We have a high conviction of achieving the numbers for this year. As we said, we ended December with $19.4 million of monthly recurring revenue. You'll see that this number is actually in our 20-F. This is an audited number. It's not just an unaudited number that we say. It shows that we are actually ending the year in December with $232.8 million of revenue already, starting the year. Obviously we have acquired Reward, which gives us about $90 million. We only have a very rock solid foundation for our organic growth to achieve our results of $360 million.

That's why we have high conviction of achieving that, and that's why we say we don't need any acquisitions or anything else to achieve that number, just purely executing what we already have created.

Okay, fantastic. Perhaps like a broader agent commerce kind of pricing and versus volume question for either of you, Dan or Arthur. As in now we are seeing that kind of agent commerce scales, there's a pretty significant step up in input/output tokens, API call volume goes up. Early thoughts into how kind of price versus volume dynamic may evolve over the next 12 months or even beyond, in the industry there is some debate around how that kind of lower prices could even drive another big exponential step up in volume, and that could be a pretty significant positive for players in the space. Just talk through kind of pricing dynamic and volume dynamic on tokens and API calls.

Yes. Thanks, Rohit. That's exactly what we were saying earlier. You know, the reason that we are rolling up search companies is because those search companies are providing infrastructure today to e-commerce, and that is gonna go through a massive transformation. I don't believe that the existing search companies are geared up to manage the volume of activity that's gonna come from agents, but we are. Not only do we get an existing base of revenue customers, infrastructure people, et cetera, but we get the foundation to build many hundred X growth in our volume of activity, API calls, use of our tokens, et cetera, which will drive our revenue by many, many, many times. Now, if you think about, you know, obviously there's a linear relationship between searches and revenue, okay?

If the search volume goes up 100x, then the revenue should go up 100x. It's as simple as that. If you take the very simple analogy to explain this, right? If I want to buy a pair of trainers today, sneakers, and I go to Foot Locker and then maybe to Adidas and then maybe to Nike, I won't probably go to many more stores than that online to make a purchase decision. If an agent is doing it on my behalf, and I'm speaking to ChatGPT, or I'm speaking to Gemini, or I'm speaking to Siri, and I say, "Hey, I'm looking to buy a pair of sneakers," it's gonna send agents off to 500 stores, and it's gonna do the same search, and then it's gonna collate the results and come back to me.

That means that those 500 stores are getting that search, even though it's been carried out by an agent, 500 times more than they might otherwise do. That's where we're going. Our view is that consolidating the legacy search companies under our Rezolve banner and enhancing their capability with our agentic infrastructure is not only gonna see an uplift in terms of being able to upsell our technology, but it's also gonna see a natural uplift in the rising of tide of volume because this new agentic world is gonna be far, far more voluminous than what we've seen up till now.

Great. Thanks. If I could ask a profitability question, gross margin, core gross margin at 90%, and 66% overall gross margin, how does that mix evolve during 2026? Any comments on EBITDA embedded in the outlook?

I think in terms of our margin will definitely improve. Again, as you look at year-over-year, you know, we have actually improved significantly in terms of all our financial metrics. Our gross margin, you know, improved by 81%. Our earnings per share increased, you know, we improved by 67%. Obviously our revenue, I don't even not need to talk about since we already talked about that. I think we do see our gross margin will improve from 66 upwards, because we're gonna be deploying more and more of our core agent commerce platform, which is at 90%+. I will see in the next half year and so forth, we'll improve that, and you'll see some results from that.

In terms of the Adjusted EBITDA, you know, our Adjusted EBITDA right now is about $58 million for 2025. Again, we see that as improving significantly since a lot of through 2025, we had to sort of get rid of a lot of the overhang from the de-SPAC other things, as well as some of the M&A acquisition cost that's associated with it. As we already said, we don't need to deliver any significant M&A except to our strategy, but to deliver the $360 million, we just have to execute what we have today. That would definitely improve our Adjusted EBITDA as well.

Okay, great. Thank you both. Congrats again.

Thank you. Dear participants, as a final reminder, if you would like to ask a question, please press star one one on your telephone keypad. Dear speakers, thank you for the questions for today. I would now like to hand the conference over to Michael Guido for any closing remarks.

Hang on. Before we do that, I'd just like to tell everybody on the call, please take a moment to go to rezolve.com/annualreport2025 to download the new annual report I mentioned earlier. That's the URL, rezolve.com/annualreport2025.

Great. Thank you, Dan. In closing, I wanna thank everyone for joining our call today. As always, please feel free to reach out to us with any questions. We look forward to speaking with you all again in the near future. Thank you.

This concludes today's conference call. Thank you for participating. You may now all disconnect. Have a nice day.

Good day, and thank you for standing by. Welcome to the Rezolve AI Second Half and Full Year 2024 financial review and 2025 Business Update Conference Call. All participants are in a listen-only mode. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Michael Guido, VP of Invest Relations. Please go ahead.

Thank you, Sharon. Good morning to everyone in the US and good afternoon to everyone in Europe. Welcome to Rezolve's 2024 earnings conference call where we will be discussing our second half and full year 2024 financial results, as well as providing a 2025 business update. Leading today's discussion are Dan Wagner, Rezolve's Founder and CEO; and Rich Burchill, Rezolve's CFO. We previously reported our 2024 financial results and issued an earnings release on those results, as well as a year-to-date 2025 business update on Thursday, April 24. The earnings release and SEC filings can be found on our Investor Relations website. Today's discussion will include statements that constitute forward-looking information or forward-looking statements. These statements reflect management's current beliefs and expectations and are subject to a number of factors that may cause actual results to differ materially from those statements. These factors include, but are not limited to, those discussed in our SEC filings. These statements do not guarantee future performance, and therefore undue reliance should not be placed upon them. We do not intend to update these forward-looking statements as a result of new information or future developments, except as required by law. Additionally, our discussion will include both GAAP and non-GAAP financial measures. These non-GAAP financial measures should be viewed in addition to and not as the substitute for Rezolve's reported results prepared in accordance with U.S. GAAP. All non-GAAP financial measures referenced in today's call are reconciled in our annual report on Form 20-F for the fiscal year ended December 31, 2024, to the most directly comparable GAAP measures. For more information regarding definitions of our non-GAAP measures, please see our end report on Form 20-F for the fiscal year ending December 31, 2024, and earnings release, which are both available on the Investors section of our website at www.rezolve.com and on the SEC's website at www.sec.gov. Finally, as a reminder, today's conference call is being recorded and the replay will be available on our Investor Relations website. At this time, I'd like to turn the call over to Dan Wagner.

Thank you, Michael. And good morning and good afternoon to everybody. I'm excited to welcome you to our first earnings call as a publicly traded company. Going public is a significant achievement for Rezolve. And I wanted to take a moment first to thank our team for their hard work and their dedication as well as our investors for their support as we look to revolutionize the e-commerce experience for consumers worldwide. As I reflect on where we find ourselves today, I believe it's important to highlight that our journey is the culmination of decades of experience our team has dedicated to advancing search, commerce and cloud technologies. In fact, throughout our careers, we have a long history of being at the forefront of technological change and developing innovative solutions that have created value for merchants and consumers alike. I'd like to briefly highlight some of those achievements to provide greater context for why we believe we're well positioned to successfully level up commerce in a meaningful way. Early in my career, I led a team that created the first commercial online information platform, years before the concept of the World Wide Web was put forward and as a result, we were required to build our own search technologies, our own commerce technologies, as well as our own data centers, because none of those things existed prior to us creating our platform. We operated that business ultimately in 192 countries, taking payment in a variety of ways and licensed our search technology to companies such as IBM, Microsoft and Fujitsu amongst others, eventually selling that business to Thompson, now Thompson Reuters, in 1999. By which time, we had become the global market leader. And this experience resulted in me and my team becoming quite a debt at both search and payments. I then went on to build a cloud-based commerce stack prior to the inception of Salesforce that eventually became market leader in e-commerce spanning both Europe and the United States. That business was eventually sold to Oracle, and it serves as the foundation of its commerce cloud platform today. As a result, I became aware of the opportunities and shortfalls in e-commerce. Today my team and I find ourselves once again at the forefront of a technology revolution with AI, supported by the knowledge and experience we have gained throughout our careers at the intersection of tech and commerce and we believe this is perhaps the most exciting opportunity yet. So let me just now introduce Rezolve AI. Having touched on our deep experience in the areas of search and commerce, I'd like to take a few minutes to provide some background as to why we founded Rezolve in the first place and the reasons we believe we are leading -- we are the leading solution to level up commerce, customer engagement and sales conversion in digital platforms today. Back in 2016, before the idea of AI permeated the public consciousness, we founded Rezolve AI to address the specific challenges of cart abandonment and customer attrition in e-commerce. You see, while seven out of 10 customers visiting a physical retail store leave having purchased an item, the opposite of true is true when a customer visits a digital store. In that case, seven out of 10 customers leave without purchasing an item. This presents a significant challenge, but also a huge opportunity in the $30 trillion global retail sector. We believe this problem is a direct result of consumers inability to get the right answers in a digital environment. You see the way we interact with e-commerce in terms of searching and filtering hasn't changed all that much in nearly 40 years. And so we applied our extensive knowledge and experience in search and commerce to solve this challenge, which by doing so, would have a material impact on our customers' revenues. We started by building our own proprietary large language model, which we call BRAiNPOWA, with the goal of creating the best salesperson on the planet. We built this foundational model specifically for digital channels, training it on over 300 billion tokens and resulting in a 30 billion parameter model with a focus on product catalogs. We imbued it with natural language processing to provide retailers with a better understanding of consumer intent and shopping patterns, as well as an ability to drive actionable insights in real time. In order to create the world's greatest salesperson in an AI platform, we built our LLM with three key skills. First, we trained our model to have deep product and category knowledge. Second, we trained it to have empathy to better connect with the customer, an attribute supported by our patent on prompt analysis. And third, we trained our LLM on the key techniques of closing a sale. Importantly, unlike many solutions touted in the market today, we built a product suite on top of our foundational language model that e-commerce and retail customers can readily implement off the shelf to support the customer purchase journey right now. The BRAiNPOWA product suite is comprised of three market-ready solutions. First, Brain Commerce, which is our conversational commerce piece that allows the customer to attain a more comprehensive set of answers to any query and quickly find products in any one of 96 languages. Second, Brain Checkout, which is a fast checkout solution that allows customers to avoid the challenges associated with the multi-step traditional checkout flow, and also incorporates online and offline capabilities associated with triggers through geolocation. And finally, Brain Assistant, our after sales customer service solution. As we think about our go-to-market strategy in deploying our product suite, we remain focused on three key areas to drive client acquisition and revenue growth. We believe those three key areas are a necessity to create a market leader. First, direct sales, which we continue to build out. Second, strategic partnerships, which we believe can be very helpful in lead generation and the validation of our product suite solution. And third, acquisitions, which we believe provide us with upselling and cross-selling opportunities, as well as a fast route to market presence. When we look at our results for the first half year -- sorry, for the last half year of 2024, we built a solid foundation. With that overview of the business in mind, I'd like to recap 2024 and provide an update on how our business is trending in 2025. In the second half of 2024, we began our next chapter as a publicly traded company. We secured landmark strategic partnerships, and we strengthened our financial position, establishing a solid foundation that we believe well positions Rezolve to drive customer acquisition and revenue growth. As I previously mentioned, we completed our DESPAC process in August 2024 and began trading on NASDAQ on August 16, 2024. Becoming a publicly traded company was a pivotal step for us at Rezolve as it provides us with the ability to access the capital markets, to scale our organization and drive growth. During the second half of 2024, we also secured a number of strategic partnerships, none more important than those with the two of the largest players in AI today, Microsoft and Google. These multi-year partnerships ensure Rezolve AI-powered solutions through our Brain Suite are available to Cloud customers on both the Microsoft Azure Marketplace and on the Google Cloud platform, together providing Rezolve with access to approximately 90% of enterprise retail customers. Furthermore, these partnerships support the adoption of Rezolve's Brain Suite by allowing their cloud customers to credit their Rezolve subscription spend against their cloud commitments and incentivizing sales agents by attributing subscriptions to Rezolve Brain Suite against their sales quotas. We believe these partnerships with two of the leaders in AI and search validate our technology solution and provide a unique opportunity to significantly drive customer awareness and adoption. Additionally, during the second half of 2024, we announced a collaboration with Tether, the largest company in the digital asset industry, to develop a crypto payment solution that we believe will advance the use of cryptocurrency as an everyday method of payment, providing payment optionality for consumers and eliminating transaction fees for merchants. Finally, as 2024 drew to a close, we undertook a number of measures to strengthen our financial position heading into 2025. To discuss those measures in greater detail, as well as our 2024 financial results and 2025 outlook, I'll now turn the call over to our CFO, Rich Burchill.

Good morning, everyone, and thank you for joining us on our first earnings call. Just to reiterate what Dan has said, we're excited to be a public company and looking forward to engaging with our shareholders, as well as the greater investment community on a consistent basis moving forward. Let me start by saying Rezolve's business of delivering software as a service supports a powerful financial model for us that is simple, scalable and highly flexible. We generate contracted recurring subscription revenue by licensing our BRAiNPOWA suite of products to retailers and e-commerce customers. And as we scale the business, this powerful model is supportive of both high gross margins and a cost base that is extremely flexible and we can flex with demand. With that being said, there are several key topics we'd like to review today, including the brief recap of our 2024 financial results, highlights of the actions we have taken to strengthen the financial position of Rezolve, as well as some thoughts on business outlook for 2025. Recapping highlights of the second half of 2024, we entered the public markets after completing our DESPAC transaction in August. We strengthened our balance sheet by clearing convertible debt instruments resulting from that transaction in addition to raising additional capital. We signed landmark partnerships with Microsoft and Google, thereby establishing a solid foundation to drive online growth. Let me begin briefly by speaking about 2024 financial results. So we ended 2024 with revenue of $188,000 resulting primarily from ancillary business activities. On non-operating expenses or non-cash operating expenses, those including stock-based compensation, advisors fees, paid with shares, depreciation and amortization for the full year 2024, totaled $28.9 million. As a frame of reference, headcount drives approximately 50% of these cash operating expenses, with approximately 75% of that headcount focus on sales and marketing and research and development with the remainder on general and admin roles. If we add back advisor fees paid as shares, we ended 2924 with a loss of approximately $43.8 million on an adjusted EBITDA basis. It's important to note that we did have a GAAP net loss of $172.6 million. This included $28.9 million related to onetime non-cash items associated with the DESPAC transaction. These non-cash items were primarily driven by cost related to issuance of shares to third-party advisors. Other non-cash expenses include $44.3 million loss on extinguishment of associated convertible debt, promissory notes and advisory loans, and a further $25 million of one-time share-based compensation adds to that $10.6 million of interest expense. Operating cash flow for the full year was a negative $21.6 million with CapEx relatively low at only $3.5 million in the year. Before moving on to our business outlook, I wanted to briefly touch on the actions we've taken in the second half of 2024 and into the first quarter of 2025 in order to strengthen our balance sheets and bolster our liquidity position. Prior to the close of the DESPAC transaction the company incurred circa $94 million in fixed rate convertible debt. $53.8 million of this debt was successfully converted into equity by year-end 2024, leaving $40.5 million at the end of the year. Of this, $31 million was subsequently converted into equity in February 2025, and $3.5 million was repaid with cash. We believe the elimination of these debts from our balance sheet strengthens the company financially. As of the end of the first quarter of 2025, the company's remaining debt on the balance sheet is comprised of $30 million of traditional interest bearing bank loans we recently secured from Berenberg and $6 million of convertible debt and promissory notes, which will be converted to equity over the remainder of 2025. Additionally, the company maintains a strong liquidity position to support growth and strategic initiatives with approximately $18.9 million in cash on hand as at the end of the first quarter of 2025. This compares to a monthly cash burn rate of approximately $2.2 million, primarily driven by employee-related costs, as well as professional service fees. Furthermore, this cash position is bolstered by our access upto 48.3 million shares in our E-LOC, Equity Line of Credits. As we look ahead, we want to provide some thoughts on our business outlook in terms of the full year, 2025. We expect to achieve $100 million estimated annual recurring revenue target by the end of 2025, which will include both organic and acquired revenue. Additionally, we expect cost growth which is highly elastic and primarily driven by headcount, marketing expenses, and hosting costs to increase in line with that revenue as we scale the organization with a focus on revenue generating roles, particularly in sales and marketing. As a result, we now expect to achieve break-even operating performance at $90 million ARR. This update represents an improvement from the prior estimate of achieving break-even at $100 million ARR, as we plan to align our resource additions with revenue growth to position us for success. Let me now turn the call back over to Dan to discuss the momentum we are seeing in the business at the start of 2025.

Thanks, Rich. So we entered 2025 with a solid foundation that we believe well positions the business to acquire enterprise customers and drive revenue growth. And early developments year-to-date have demonstrated clear business momentum as we successfully execute on our go-to-market strategy. Some of our early successes include the completion of key strategic acquisition, the growth of enterprise customers adopting our AI-powered solutions, and the build out of our customer sales pipeline. To begin, we recently announced the strategic acquisition of GroupBy, a leader in enterprise search, product discovery, and merchandising solutions. This acquisition enhances Rezolve's sales force, expands our customer footprint in North America and deepens our commercial relationships with some of the most recognized brands who will gain access to our AI commerce driven solutions. We view this acquisition as part of a greater roll-up strategy that we believe will accelerate enterprise customer adoption of our Brain Commerce technology suite. Turning to our expanding roster of customer partnerships, we believe that the early momentum we've seen in customer adoption has been supported in large part by our strategic partnerships with Microsoft and Google, as well as our strategic acquisition of GroupBy. These enterprise customers include recognized brands across the globe, such as BJ's Wholesale Club, Phoenix Suns, KFC, and Ace Hardware in the United States. Cole Supermarkets in Australia, and more recently, Mexico's premier department store chain, Liverpool, with whom we recently announced a multi-year agreement at nearly $10 million a year. Moreover, we've been encouraged by the commercial improvements our retail partners are experiencing, including stronger customer conversion rates, higher average order values, as well as greater omni-channel adoption with increased usage of services like Click and Collect. This early momentum in customer adoption and in our product solutions ability to drive positive outcomes for commerce has translated into significant commerce activity and usage across our platform, highlighted by over $50 billion in gross merchandise value transacted through our platform in the first part of this year, and over $13.5 million transactions occurring year-to-date through April 19. In addition to the successes in customer adoption and usage, we continue to expand our enterprise customer sales pipeline. It's also important to note that the average deal size we've executed or are pursuing with potential customers in our pipeline has been greater than we anticipated in previous internal estimates. We believe this is attributable, at least in part, to our partnerships with Microsoft and Google, who are driving larger customers to us than we had previously anticipated. As a result of the early momentum, we are seeing in enterprise customer adoption, our sales pipeline, deal size, as well as group price contribution, we continue to expect to achieve over $100 million in ARR target by year end. And overall, I'm extremely pleased with the solid foundation we've built and the tremendous progress the team has made to the start of the year. But there is much to get done in terms of educating the marketplace, driving customer adoption and increasing market share. 2025 stands to be an important and exciting year for Rezolve and I'm thrilled with the momentum we generated to date. We are set to be one of the market leaders in this space. Our objective is to win and build a platform that dominates this category. And we very much thank you for your support to date. I'd now like to turn back the call to Michael.

Thanks, Dan. Prior to our call, we asked participants, both including analysts and investors, to submit questions that they would like ask to management. We have organized those questions around a few major topics, many of which were asked by multiple participants. So, let's move to the Q&A portion of our call.

Our first question comes from Mike Latimore of Northland Securities and is related to the recently announced Liverpool deal. His first one is for you, Dan. Can you provide additional detail as to how the Liverpool deal came about and to what extent GroupBy and Google played a role in that process? And can you elaborate on any terms of the deal?

Yes, of course. I just want to say that we are thrilled to announce our landmark deal with Liverpool, Mexico, the country's premier department store chain on April the 15th. We believe the deal demonstrates the ability of our product suite to deliver tangible positive results to our enterprise customers, driving higher engagement, greater conversion and increased revenue. In terms of economics, these deals are typically two to three years and this multi-year deal specifically delivers nearly $10 million annually, which is greater than the average deal size we anticipated in previous internal estimates. The Liverpool deal is emblematic of the success in our go-to-market strategy, as Liverpool, which was a customer previously of GroupBy for some of its services, was upsold to our Brain Commerce product solution, which includes the SEO studio, a product which was developed in collaboration with Google by Rezolve. Would you like some more color on that?

Great. Thanks, Dan. In terms of just terms of the deal, effective day is that deal live today?

Yes. The deal is live today with the SEO Studio and is being enhanced with other -- We're working on other projects together with the people. I was just there actually last week with the management in Mexico City.

Perfect. Thank you. Our second question comes from Yi Fu Lee of Cantor and is focused on Rezolve's sales pipeline. This one again is for you, Dan. Can you elaborate on the progress you are seeing in the sales pipeline and how each of your go-to-market strategies, including your partnerships with Microsoft and Google, are contributing to that process -- to that progress. And secondly, where are you seeing the most traction?

So we are seeing traction across all three areas of our go-to-market strategy, in both direct sales, partnerships, and through our acquisition. In addition to our early success in customer adoption and usage, we continue to gain momentum in our go-to-market strategy across the board. While we continue to build our direct sales team, which will be a focus of investment for us throughout 2025, we are seeing significant progress in our sales pipeline from our partnerships, notably those with Microsoft and Google, as well as our strategic acquisitions, namely GroupBy. In terms of our partnerships with Microsoft and Google, we continue to see growth in terms of the number of potential enterprise customers and importantly the average size of those potential accounts. So we had originally forecast or estimated that our customers would drive around $1 million per annum in revenue for the company. Each customer would be about $1 million a year customer. But as you can see from the win with Liverpool, that customer is a 10 times of that estimate. So you can see that the value of these customers have the potential to be significantly greater than we originally expected. And although it's been quite recent since our strategic acquisition of GroupBy, it has provided for direct access to an established customer base that's resulted in accelerated opportunities to upsell Rezolve suite and of course again that was highlighted by the announcement with Liverpool. Though it's early, the momentum we've generated so far gives us enormous confidence that our premier partnerships and acquisition strategy have provided the launch pad for our business to drive customer adoptions. Do so at an accelerated rate and at a greater deal size than previously estimated. And we believe that our strategy now is starting to really show that it is founded on quality common sense and can be built on moving forward.

Great. Thanks Dan. Our next question comes from Tom Forte of Maxim and is a continuation of that go-to-market strategy theme related specifically to partnerships, Dan. On this question, can you provide additional detail as to how Microsoft and Google are marketing Rezolve the potential enterprise customers and driving client wins? And what is that sales cycle look like?

Well, obviously, the sales cycle will change on a per customer basis. Sometimes it can take a number of months and sometimes it can be quite accelerated into a matter of weeks. But in terms of how Microsoft and Google are marketing Rezolve, they're both doing it in a very similar way. And they both see Rezolve as a platform that enhances the stickiness of their services to their customers, their large customers. So right now, both of them are offering incentives to their customers to use committed contractual funds to buy Rezolve and it would decrement those committed funds that they have to Microsoft and Google. So if a customer has a $10 million a year contract with Microsoft to provide services, if they spend any dollars with Rezolve, those come off a dollar to dollar from their commitment to Microsoft. That's great for us, of course. And we don't pay Microsoft or Google any commission. As I said before, this is strategic for them because they want Rezolve as a product in their cloud services to create that stickiness with their customers because it, obviously, ties those customers in long-term to that platform. They're also incentivizing their sales organization by providing sales incentives and also if they make sales Rezolve to respective Google or Microsoft customers, it counts towards their sales quota. So they're incentivized to sell our products as if they are Microsoft/Google products. And as a result of those factors, you've got like a double whammy. You've got the sales organization incentivized to sell our solutions and you've got the customers incentivized to buy our solutions because it comes off their commitment. And of course, it's a sexy product. It's a compelling product that has a product suite that has a real measurable ROI output. And so for all of those things -- for all those reasons, we see really good engagement from both the partners and really good engagement from their respective customers.

Excellent. Thanks for that additional color, Dan. I want to switch gears a little bit here. Our next question comes from Scott Buck at HC Wainwright and focuses on the topic of M&A. This one is again for you, Dan. Dan, can you walk us through your target criteria when evaluating M&A opportunities? And secondly, can you discuss your approach when funding M&A transactions in terms of cash versus equity?

So first of all, I mean, any target must fit with our model, must be part of -- must be additive to our proposition. Now some acquisitions are going to be geographic, where we might find an organization that has -- that provides maybe a site search, a bit like GroupBy in Spain, for example, right? And by acquiring that company, we not only get customers who are on the horse and cart, we would argue, versus the Model T4 that we're offering, that we can very quickly upsell to our solution. But we can do so in a very easy, elegant way as an upgrade to their existing solution. It also gives us presence in a market that we do not currently operate. It gives us people on the ground, all those kind of things. And given that we are looking to become the global market leader, we want to do that in an accelerated way. Acquiring businesses in different territories gives us a footprint in markets, which otherwise we wouldn't get to for some period of time. We prefer, obviously, to go for [indiscernible] customers that have established businesses. There are situations where we might find companies that have compelling technology that will be additive to what we're doing. We have not as yet seen anyone -- we've not made any acquisitions in that area, but it's possible. And thirdly, we may make talent acquisitions where we bring on organizations that have large AI or natural language processing developers and that will then quickly give us the resources that we need that we would otherwise have to go and source in the market which is more costly and more time consuming. Is that -- would you like me to cover anything else, Michael?

Yes, just in terms of the second part to that question, in terms of funding the transactions. And your thoughts on that.

Yes I mean, look, we don't want to use cash because we don't we don't want to use the valuable cash we're using to fund our business. And so, the GroupBy acquisition was done using our paper, we paid a very -- what we felt that was a very fair price, $55 million, and we paid it in equity at about $3 a share. So, from a purchase price, we felt we got good value. And from an equity -- from the cost of our equity, obviously we think our equity is depressed, was depressed at $3, is even more depressed currently. So we don't -- we're not very comfortable about using our valuable equity for acquisitions right at this time. However, we're still keen to carry through our strategy. So I would answer by saying that, we will use cash where the cash is not too meaningful, because we don't want to sell equity or use equity at these levels. But equity is the resource that we have the capacity to utilize, mindful of course of the impact it has on a shareholder dilution.

Excellent. Thanks, Dan. Thanks for that color. Our next question comes from Rohit Kulkarni of ROTH Capital Partners and focuses on Rezolve's competitive advantage. Dan, can you discuss the factors that underpin the advantage Rezolve's proprietary LLM has versus AI solutions available in the marketplace today?

Yes, so AI solutions, so there is this idea of boiling the ocean, that many AI players have this concept of, let's absorb everything that's out there and be the expert on everything. And then when people ask us a question, we'll be able to answer that. That's kind of the fundamental LLM proposition today. Now we were very familiar with how GenAI came about, the algorithms and so on, as I mentioned before with my background. And so, when we started this approach in 2016, we had one objective to create a vertical LLM, to create something very specific that would allow us to solve a very specific problem. So we didn't come at this by saying -- we didn't come at -- we didn't come at this by saying, we have a bag of cement and a pane of glass, and here you are customer, go and build yourself a skyscraper. We came out saying that we're going to provide a skyscraper, right? And offer apartments in that skyscraper. So we wanted to provide a solution to our customer's problem. And right now, the majority of AI technologies out there are building blocks that are provided to customers to build on. And the customers don't -- I don't believe, fully understand what they have to build, how to build it, and what skills they need to do it, how long it's going to take, and so on and so forth. So we set out to do a number of things. First of all is to create a language model that was sophisticated in sales. And we had to deal with some challenges there because product catalogs have got a greater propensity to what's known as hallucinate or drift. And so, we wanted to solve that problem. And an example of that would be that if AI is not very intelligent when it comes to words, it's all using algorithms and mathematics and guesswork. So if you ingest a product catalog of cosmetics and fragrances and the fragrances are called beast or savage and the descriptions are sandalwood and blackberries and barbecue notes, we understand that we're talking about an aftershave there, but AI doesn't. AI think it's a beast in the wood eating blackberries, right? So we had to solve that problem of structuring product catalogs in a way that AI could understand and we have patented that process. That's one of the reasons why AI by Google and Microsoft have partnered with us because they have not done that and they recognize that what we've done is pretty smart. Then when a customer asks a question we want the AI to be empathetic. I'll give you an example of that. If I ask the question, I need two AA batteries, the answer must be, here is your two AA batteries, click here. It isn't, thank you for coming to our store, we've got lots of batteries, we've been in batteries a long time, blah, blah, blah. Nobody wants to hear that answer from an individual or from an AI-generated answer. So understanding the prompt, which was, in that case, an urgent, I need two AA batteries, to another question that might be, I've got an electric toothbrush, and I'm not sure whether to get a disposable batteries or rechargeable batteries. That question requires a bit more of a sensitive answer than the first one. So those kind of empathetic understanding of prompts is another element of our large language model. And then the third is, we have trained our language model on sales techniques. ABC, always be closing, and all the other sales techniques associated with sales psychographics. Now as a result of those three things, empathy, sales techniques and deep product and domain expertise and the ability not to hallucinate sets our BRAiNPOWA LLM apart. There's nothing like it on the market in our view, or certainly something that we have come across is on the market. And as a result, we have then built on top of that, these three products, Brain Checkout, Brain Commerce, and Brain Assistant, that take the customers of our customers through the digital journey in an elegant and effective way. You have to always remember that our solutions are designed to replace the in-store experience online, because in store seven out of 10 people end up buying and online seven out of 10 people don't tend to up buying. And if we can build the relationship that you have and the experience that you have in store into a digital environment, then we have the ability to have a massive improvement in our customers revenues online.

Excellent, Dan. Thanks for that color. I want to move to the financial model and outlook. And we've received a number of questions for our CFO, Rich, which are, I would say, almost universal amongst analysts, with the first regarding expense growth. And Rich, I know you've touched on some of these, but maybe you could dive a bit more. The question is, as you scale the organization and ramp revenue throughout the year, can you discuss the areas of investment and levels of increased expense needed to support this growth?

Yes, sure. So just -- I mean, just to reiterate, we are highly elastic. We've spent several years flexing our cost base, and I would say we're pretty good at it. So as the underlying business continues to gain traction and grow, we will see some costs of sales increases along with sales and marketing expense as we grow those teams to generate sales. But it is important to reiterate that we do not see any meaningful step change in any of our cost buckets. So we will grow costs, but we'll grow costs in line with revenue. And we expect to scale relatively quickly, given the operational leverage inherent in the business model, and thus believe we are both well positioned from a liquidity standpoint to get through this initial startup period that we're in and that we feel relatively -- we feel will be relatively brief prior to achieving breakeven which we expect to do at the -- at or around the $80 million to $90 million ARR level.

Perfect Rich. And that sort of our last question here that dovetails into our last topic, which is, again, something that was highly requested, which is related to the profitability outlook. You've touched on this a little bit, Rich, but just to put a finer point on it. Question is, Rich, given that your SaaS business model should have a significant amount of operating leverage, how are you thinking about the level of annual recurring revenue at which the company is able to achieve operating profitability? Now, I know you've mentioned this, Rich, but maybe if you could put a finer point on this as well.

Sure. So the SaaS model certainly puts Rezolve in a good position to achieve break-even profitability with -- from relatively modest growth or modest revenue should I say. Achieving profitability which we view as a measure of adjusted EBITDA, is what we think is the first of multiple milestones, which we'll accomplish over the 12 to 24 month period. As I've mentioned, we expect to reach just an EBITDA break even at the $90 million level. We have initially targeted $100 million, but given the flexibility we have in our cost base we are confident that we will do it at $90 million. Now just to caveat that that breakeven will depend on sales mix, direct versus channel partners, etc and also will be contract specific. But at this juncture, we believe that $90 million ARR is a sensible number to pin breakeven on.

Excellent, Thanks for those comments, Dan and Rich. And thanks for the answers to your questions. I also want to thank everyone for joining this call. We really appreciate you taking the time to being with us today. Please feel free to reach out, contact us with any questions. We look forward to speaking with you all again in the near future. Thank you.