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Architecting Agentic Commerce
Annual Report & Accounts | 2025
Rezolve Ai PLC (NASDAQ: RZLV)
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AI is moving from recommendation to execution. When machines transact, commerce infrastructure must evolve. Rezolve Ai is building the infrastructure backbone enabling this shift.
The velocity of this transition is unprecedented. Third-party forecasts now project that U.S. eCommerce sales driven through AI platforms will exceed $20 billion in 2026 and skyrocket to over $144 billion by 2029, representing nearly 9% of the total retail eCommerce market †.
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In 2025, Rezolve Ai made a decisive transition from an emerging technology pioneer to an increasingly essential infrastructure layer for global commerce. As the market shifts from search-based discovery to Agentic Execution, Rezolve Ai has built a patent-protected, zero-hallucination engine designed to operate at enterprise scale.
Rezolve Ai is architecting for a projected $144 billion AI-driven ecommerce market by 2029†. We sit directly inside the operational core of commerce systems, enabling AI to transact, not simply respond.
In 2025, the Rezolve Ai infrastructure processed over 112.7 billion API calls, reached 59.8 million consumer devices via our SDK and detected 306.7 million physical-to-digital intersections.
We exited 2025 with a record December MRR of $19.4 million giving us an annualized run rate of over $232 million entering 2026. With a contracted revenue base of $232 million as we exited the year, we are providing a high-conviction foundation for our raised $360 million guidance for the full year 2026.
Rezolve Ai is no longer participating in the commerce ecosystem; we are the engine beneath it. We enter 2026 with a fortified balance sheet, a world-class executive bench, and a technology stack positioning Rezolve among the emerging global standards for the Agentic era.
Conclusion. THE ENTERPRISE ROLL-UP: Through the strategic acquisitions of Groupby and Crownpeak and, more recently in 2026, Reward, we have systematically captured the enterprise search and transaction layers, transitioning legacy customer bases onto our high-margin agentic architecture.
THE AWS PLAYBOOK: Our acquisition of Subsquid (SQD) provides Rezolve Ai with a proprietary, distributed blockchain database. This removes Rezolve’s reliance on third-party ledgers and unlocks a massive new revenue frontier in decentralized enterprise data infrastructure.
INSTITUTIONAL WAR CHEST: We have secured over $750 million in total funding to fuel our continued structural takeover of the category.
of quality institutional funding raised
Rezolve Ai — Agentic Checkout layered with Security, Authorization, Context, Reasoning, Empathy, and Intent filters; connecting Payments, Loyalty, and Merchant Systems.
Rezolve Ai operates inside catalog, payment and loyalty systems, enabling AI to interpret intent and execute transactions in real time.
The Capital Stack
Dear Shareholders,
Digital retail has long relied on search and manual checkout flows, but a structural shift is underway. AI systems will increasingly execute purchases, not simply recommend them.
2025 was the year that our vision began to scale. It marked the transition of Rezolve Ai from an emerging AI capability to production infrastructure operating at enterprise scale.
Our growth is defined by a disciplined “Roll-Up” strategy of legacy enterprise search and commerce companies. By acquiring Groupby and Crownpeak and, more recently in 2026, Reward, we have systematically captured the enterprise discovery layer, transitioning their existing customer bases onto our agentic infrastructure. These acquisitions were transformational, collectively driving our 2025 revenue to $46.8M, with December Monthly Recurring Revenue (MRR) alone reaching $19.4M. This represents an annualized run rate of over $232 million as we enter 2026.
To fuel this consolidation, we executed a relentless capitalization strategy, securing over $750M in total funding across equity and debt. This capital provides the “war chest” necessary to maintain our position as the market leader in AI for business.
We aren’t just deploying AI; we are inventing it. Rezolve Ai holds a robust portfolio of over 30 patents across key areas including AI visualization and data processing. This intellectual property is the foundation of our Zero-Hallucination capabilities, a mission-critical requirement for enterprise-grade AI that separates Rezolve Ai from every other player in the market.
Rezolve Ai’s proprietary transaction ledger powering 112.7B API calls.
Selling decentralized database architecture to the global enterprise market (new TAM).
While our core commerce platform drives our current valuation, our acquisition of Subsquid (SQD) represents a massive, unpriced strategic upside. SQD is not just a data indexing tool; it is a proprietary, distributed blockchain database. We are running the classic AWS playbook—deploying internally first, then commercializing to enterprise.
General AI models generate language; commerce systems require precision. Our proprietary LLM, brainpowa, is trained specifically for commerce—with near-zero hallucination risk and production-grade reliability. More than 112.7 billion API calls processed across 950+ enterprise clients.
— Daniel M. Wagner, Chairman & Chief Executive Officer
“SQD represents a massive, unpriced strategic upside.”Distributed database potential
These combined assets position us at the forefront of the next generation of eCommerce. We have seen a meaningful increase in ownership of our shares by leading institutional investors in the U.S., reflecting growing confidence in our strategy, performance and long-term prospects.
The Board has continued to develop its governance framework in line with the company’s growth and its responsibilities as a publicly listed company. We remain committed to transparent communication and to executing our strategy in a way that serves the interests of all shareholders.
2025 was a transitional year for Rezolve Ai—our first report to shareholders as a public company, and a year in which we brought our eCommerce vision into reality. Leadership appointments from Microsoft, Google, Visa, Accenture, Tata Digital and Deutsche Telekom strengthen AI, cloud, payments, operations, loyalty and data capabilities.
Strategic mergers and acquisitions are taking shape as a unified platform: payments, deeper customer relationships, and strengthened data and loyalty capabilities.
— Anthony Sharp, Deputy Chairman
“The depth and quality of the leadership team now in place at the company underscore strong market validation…”
“Rezolve Ai is transforming retail by integrating its unique agentic capabilities directly into Google Cloud infrastructure.”— Tara Brady, President of Google Cloud EMEA
“Tether and Rezolve Ai share a vision to make crypto mainstream…”— Paolo Ardoino, CEO of Tether
“Our partnership with Rezolve Ai is driving a new era of global retail innovation…”— Nick Parker, President, Industry & Partnerships | Microsoft
“The era of linear, search-and-click retail is over…”— Justin King CBE, Senior Advisor
“The legacy financial clearing houses are the toll bridges of a bygone era…”— Dr. Steve Perry, Non Executive Director
“Rezolve Ai is executing the most significant ‘AWS Playbook’ of the AI generation…”— Christian Angermayer, Investor & Advisor
We have 30 patents and have solved the problem of hallucinations.
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Intelligence, Execution and Data — Rezolve Ai’s architecture is not a collection of fragmented tools. Through organic development and the strategic acquisitions of Groupby, Crownpeak and Reward, we have built a unified operating layer deployed directly inside enterprise retail environments.
Digital commerce was built on static keywords. The present is conversational commerce. The future is agentic execution. Our acquisitions of Groupby and Crownpeak supercharge discovery and merchandising—turning natural conversation into instant, margin-aware action; brainpowa operates with SKU-level precision. General AI generates text; brainpowa generates revenue.
When AI agents initiate purchases, Agentic Checkout ensures every transaction executes within merchant-approved parameters. RezolvePay introduces stablecoin-enabled settlement—recapturing margin lost to legacy payment fees. Reward Loyalty drives consumer adoption through targeted incentives—embedding Rezolve Ai at the economic center of the transaction.
Through our strategic partnership with Tether, RezolvePay allows seamless stablecoin settlement—redefining retail payments and providing merchants a path to eliminate legacy network fees.
Subsquid (SQD) provides decentralized resilience—operational even during regional node failures—infrastructure that cannot be “turned off.”
With Reward Insight we capture high-fidelity transaction data. Through Subsquid we own a distributed, proprietary database—the foundational blockchain-based infrastructure for Rezolve Ai’s global operations.
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Embedded. Not Attached. Rezolve Ai operates inside the transaction flow at the point where decisions turn into transactions.
We don’t just host on the cloud; we partner with the cloud. Deep go-to-market partnerships with Microsoft and Google—architecture natively integrated into Azure and Google Cloud—co-selling Brain Suite into global enterprise client bases.
Entrenched in 950+ enterprise clients; SQD removes reliance on external ledgers—decentralized infrastructure bridging retail and Web3.
Banking integrations and Reward Loyalty reach 10M+ active cardholders; AI-initiated purchases settled securely and instantly across global rails.
As agentic commerce expands, the platforms between fragmented layers will dictate the economics of the next decade. Rezolve Ai is that connective layer.
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Talent as a Strategic Foundation. Processing 112.7 billion API calls across 950+ enterprise ecosystems rests on world-class expertise. In 2025 we matured into a structurally stable, institution-grade enterprise.
Executives who have deployed hyperscale cloud and AI inside complex, multi-national organizations.
Veterans of global payment networks ensuring regulatory-grade compliance.
Engineering leaders delivering mission-critical, cross-border commerce architectures.
BUILT BY LEADERS FROM: Microsoft, Google, Visa, Accenture, and related global operators.
We solve three critical failures of general-purpose AI: Structural Resilience (SQD + hyperscaler distribution), Economic Autonomy (zero-fee settlement path), and Guaranteed Precision (patent-protected, zero-hallucination execution).
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2025 marked the year Rezolve Ai moved beyond proof-of-concept into structural scale. 2026 guidance of $360 million remains grounded in verified $232 million exit velocity at year-end.
Capital-light scalability, structural distribution, and forward visibility. $232M in contracted revenue as of December 31, 2025. H2 2025 revenue grew 543% over H1—$46.8M full year.
Projected 2026 full-year revenue
Projected December 2026 MRR
2025 full-year revenue; projected 2026 revenue implies ~7.5× YoY growth
Targeted ARR exit rate for 2026
The market has moved into the era of Agentic Execution. Rezolve provides patent-protected, zero-hallucination infrastructure turning conversational intent into settled revenue—with AI-driven sales projected to grow to $144 billion by 2029†.
We will continue to protect technology through patents, power RezolvePay and commercialize the SQD distributed database—architecting the future of global business.
| 2025 | 2024 | % Change | |
|---|---|---|---|
| Revenue | $46,800,099 | $2,013,567 | 2,224% |
| Gross margin | 15,922,202 | 192,829 | 8,157% |
| Operating income/loss | $(86,856,855) | (138,520,740) | 37.3% |
| Net income/loss | $(101,410,228) | (173,451,133) | 41.5% |
| Diluted earnings per share | $(0.38) | (1.06) | 64.2% |
| 2025 | 2024 | |
|---|---|---|
| Revenue | $46,800,099 | $2,013,567 |
| Cost of revenue | 15,922,202 | 192,829 |
| Sales and marketing | 12,062,375 | 6,684,870 |
| General and administrative | 90,366,226 | 132,022,084 |
| Depreciation and amortization | 6,965,148 | 226,305 |
| Research and development | 11,198,074 | 1,152,807 |
| Other operating (expense), net | (2,857,071) | 255,412 |
| Total operating expenses/(income) | $133,656,954 | $140,534,307 |
| Operating loss | $(86,856,855) | $(138,520,740) |
| Total other expenses, net | $(32,282,312) | $(34,686,658) |
| Loss before income taxes | $(119,139,167) | $(173,207,398) |
| Provision for income taxes | 17,728,939 | (243,735) |
| Net loss and comprehensive loss | $(101,410,228) | $(173,451,133) |
| Net loss per share, basic and diluted | $(0.38) | $(1.06) |
| Weighted average shares, basic and diluted | 267,981,256 | 163,674,883 |
See PDF pages 36–37 for full Assets, Liabilities and Shareholders’ Equity. Total assets 2025: $611,734,390; Total shareholders’ equity: $246,815,532.
Net cash used in operating activities: $(63,147,255) (2025) vs. $(22,382,670) (2024). Net change in cash: $101,382,705. Cash and equivalents, end of year: $111,112,251.
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[1] Annual Recurring Revenue (“ARR”) is a non-GAAP operating measure representing the annualized value of recurring subscription and contract revenue under customer agreements in effect at the measurement date.
[2] December 2025 Revenues totaled $19.4 million, as reported in the 2025 20-F revenue recognition section.
[3] Committed Revenue is a non-US GAAP metric based on ARR and December 2025 revenues, resulting in $232.8 million.
[4] Contracted Revenue Base: total forward revenue visibility as of December 31, 2025, based on annualized December 2025 revenues.
* We entered 2026 with an annualized revenue run rate of over $232 million, based on December 2025 MRR of $19.4 million (non-GAAP).
† eMarketer Forecast December 2025 (referenced throughout report).
This Annual Report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1996. Actual results may differ from expectations, estimates and projections. Words such as “expect”, “estimate”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue” identify forward-looking statements. Please read the “Risk Factors” section of Rezolve’s Form 20-F. Rezolve undertakes no obligation to update forward-looking statements except as required by law.