Rezolve Ai Shatters Year-End Expectations: December Revenue Expected to Exceed $17 Million, ARR Expected to Exceed $200 Million

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The actual results of Rezolve AI plc (“Rezolve”) may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Rezolve’s Annual Report on Form 20-F and its subsequent filings made with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside Rezolve’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) competition, the ability of Rezolve to grow and manage growth profitably, and retain its management and key employees; (2) changes in applicable laws or regulations; and (3) weakness in the economy, market trends, uncertainty and other conditions in the markets in which Rezolve operates, and other factors beyond its control, such as inflation or rising interest rates. Rezolve cautions that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. Except as required by applicable law, Rezolve does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

Non-GAAP Financial Measures

The Company uses certain non-GAAP financial measures, which include Annual Recurring Revenue (ARR), EBITDA, and Adjusted EBITDA, to supplement our consolidated financial statements as we believe these measures can provide meaningful information regarding our performance. These non-GAAP measures should be evaluated in addition to and not as a substitute for our financial results, which are presented in accordance with U.S. GAAP.

Annual Recurring Revenue (ARR), aka “ARR Exit Rate” as considered by the Company, is defined as the annualized value of contractual monthly recurring revenue from customers on the last date of an applicable period. A contract is included in ARR for an applicable period if it is active at the end of that applicable period and is excluded if it is not active at the end of that applicable period. This measure includes revenue from subscription contracts as well as recurring professional services agreements. While ARR represents the annualized revenue the Company would expect to receive from customers assuming no increases or reductions in contractual arrangements, the measure can be affected by contract start and end dates and should be viewed independently of the Company’s GAAP revenue as ARR is an operating metric and is not intended to be combined with or to replace revenue. ARR is not a forecast of future revenue and does not consider other sources of revenue that are not recurring in nature. ARR does not have a standardized meaning and is not necessarily comparable to similarly titled measures presented by other companies.

EBITDA is defined as net income (loss) adjusted for interest expense, income tax, depreciation of property and equipment and amortization of acquired intangibles. EBITDA should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP. Adjusted EBITDA is defined as EBITDA adjusted for unrealized foreign exchange gains (losses); share-based compensation related to employees, consultants and related parties; loss (gain) resulting from the remeasurement of derivative assets and derivative liabilities at fair value at the end of each reporting period; loss (gain) resulting from the extinguishment of debt obligations; loss (gain) resulting from the remeasurement of financial assets carried at fair value; ordinary shares issued in lieu of cash payment for services; ordinary shares issued to Radio Group to settle termination of any acquisition in Germany; legal costs incurred in connection with the Company’s SPAC transaction; costs related to the demerger of Rezolve Limited; legal and professional costs associated with acquisitions; and, costs incurred within business development expenses to close former businesses. Although it is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations which we compensate by providing a reconciliation to the most directly comparable GAAP measure, net income (loss). Adjusted EBITDA is used by management to understand and track underlying earnings performance by excluding one-time and non-recurring costs.

Annual Recurring Revenue (ARR)

Annual Recurring Revenue (“ARR”) is a non-GAAP operating metric that represents the annualized value of recurring subscription and contract revenue under customer agreements in effect at the measurement date. ARR is forward-looking and differs from GAAP revenue, which is recognized over time in accordance with ASC 606 based on delivery of services. As a result, ARR is not directly reconcilable to GAAP revenue because it includes the value of contracted future revenues that have not yet been recognized and excludes non-recurring and usage-based revenue recognized under GAAP.