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                               December 18, 2023

       Stephen Herbert
       Chief Executive Officer
       Rezolve AI Limited
       3rd Floor, 80 New Bond Street
       London, W1S 1SB
       United Kingdom

                                                        Re: Rezolve AI Limited
                                                            Amendment No. 3 to
Registration Statement on Form F-4
                                                            Filed December 6,
2023
                                                            File No. 333-272751

       Dear Stephen Herbert:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our October 10, 2023
letter.

       Amendment No. 3 to Registration Statement on Form F-4

       Questions and Answers About the Proposals
       Q: What revenues and profits/losses has Rezolve generated in the last
two years?, page 18

   1.                                                   Please revise your
disclosure to clarify that Rezolve currently generates the majority of its
                                                        revenue through the
sale of radio advertisements on Radio Group radio stations and that it
                                                        has not yet generated
any revenue from the Rezolve Platform. Please include similar
                                                        disclosure in the
overview section of Rezolve's business discussion on page 217.
 Stephen Herbert
FirstName
Rezolve AILastNameStephen  Herbert
           Limited
Comapany18,
December  NameRezolve
              2023      AI Limited
December
Page 2    18, 2023 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 104

2.       Please revise to show your negative cash and cash equivalents as bank
overdrafts in the
         liability section of your pro forma condensed combined balance sheet.
Rezolve's Management's Discussion and Analysis of Financial Conditions and
Results of
Operations., page 234

3.       We note your statement on page F-53 that as of June 30, 2023 you have
concluded that
         "significant doubt exits regarding the entity's ability to continue as
a going
         concern." Please disclose that at the forefront of your MD& A and
Liquidity
         sections. Your Liquidity section should comply with guidance in Item
303(b)(1) of
         Regulation S-K.
Financial Statements - Rezolve AI Limited and Subsidiaries
Note 15. Business Combinations
Acquisition of Any Lifestyle Marketing GmbH ("ANY Acquisition"), page F-31

4.       We understand from your response that there are no written agreements
that give you the
         right to ANY   s income or obligate you to fund ANY. Please tell us
whether the oral
         agreements that establish this right and obligation are enforceable
and the basis for such
         determination.
5.       We note from your response to comment 13 that ANY   s shareholders do
not have the
         ability to frustrate your power granted through the power of attorney.
We further note that
         the power of attorney    shall cease upon revocation, which may be
declared at any time,
         and return of this deed to the Principal.    It appears that the ANY
shareholders may revoke
         Peter Vesco   s power of attorney at any time. Please confirm our
understanding, and if
         true, tell us why you believe Rezolve has power when it may be
kicked-out at any time. In
         addition, we note from the power of attorney expired on 31 December
2021. Please
         explain to us why you continue to believe it provides you power when
it appears to be
         expired.
6.       We note your disclosure on page F-18 that "The terms and conditions of
the marketing
         agreement with Radio Group permit Radio Group to terminate the Company
  s ability to
         sell customers radio advertisements on a Radio Group radio station at
any time (subject to
         notice and certain other provisions)." Please tell us how you
considered this provision in
         your analysis under ASC 810. In this regard, tell us whether this
provision represents a
         substantive kick-out right, based on the design of ANY that would
permit Rezolve to
            enjoy the benefit from sales of advertisements on the Radio Group
stations while
         remaining in compliance with local laws related to the ownership of
media organizations
         (September 22, 2023 response).
 Stephen Herbert
FirstName
Rezolve AILastNameStephen  Herbert
           Limited
Comapany18,
December  NameRezolve
              2023      AI Limited
December
Page 3    18, 2023 Page 3
FirstName LastName
7.       We note from your response to comment 11 that you cite a document
titled    Power of
         disposal over ANY Lifestyle Marketin GmbH.    We could not locate such
         document. Please direct us to where we may find it or provide it to us
supplementally if
         you have not yet done so. Further, you cite various documents in your
response to
         comment 12, such as an Original Term Sheet and Second Term Sheet.
Please provide
         supplementally us with all such documents that give rise to your power
of ANY. Last,
         explain to us how the provisions in a term sheet or memorandum of
understanding are
         enforceable, as we understand that these type documents generally set
forth preliminary
         terms of negotiation but do not represent a meeting of the minds.
8.       Please tell us why the power of attorney you provided to us dated
August 23, 2021 was
         not signed by the shareholders of ANY.
9.       We note on page 68 that the failure of Rezolve to pay cash to the
sellers of ANY may
         result in the reversal of the acquisition of ANY. Please explain to us
how the failure to pay
         cash to the sellers of ANY would result in deconsolidation of ANY when
you purportedly
         control ANY through the Power of Attorney.
10.      We note your revisions to your disclosures regarding ANY in response
to prior comment
         13. Notwithstanding the above comments, please further disclose how
your involvement
         with ANY impacted your financial position, financial performance, and
cash flows. Refer
         to ASC 810-10-50-2AA.
Condensed Interim Carve-out Consolidated Statements of Operations, page F-46

11.      Tell us why impairment of goodwill of $1,080,110 is its own line item,
while impairment
         of customer lists of $5,612,167 is included in other operating costs
and expenses. Please
         revise in accordance Rule 5-03 of Regulation S-X.
General

12.      We note your response to prior comments 4 and 6. Given the
significance of your
         involvement with Radio Group, please refer to them as a related party
throughout your
         filing. Also, disclose all the related party transactions on the face
of your statement of
         comprehensive income in accordance with Rule 4-08(k) of Regulation
S-X.
13.      We note your response to prior comment 9, however, we continue to
believe that since the
         reorganization has not taken place the name appearing on the financial
statements should
         be revised to reflect the current circumstance.
 Stephen Herbert
FirstName
Rezolve AILastNameStephen  Herbert
           Limited
Comapany18,
December  NameRezolve
              2023      AI Limited
December
Page 4    18, 2023 Page 4
FirstName LastName
       Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at
202-551-3361 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kyle Wiley at 202-344-5791 or Matthew Crispino at 202-551-3456 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      Gerry Williams