SC 13G/A

NAME OF REPORTING PERSONS

Cocoa Wagner

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

SC 13G/A 1 cocoa_-_13g_amendment.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1 – Exit Filing )*

REZOLVE AI LIMITED

(Name of Issuer)

Ordinary Shares, par value £0.0001 per share

(Title of Class of Securities)

G75398 100

(CUSIP Number)

October 14, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)


*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP No. G75398 100	SCHEDULE 13G	Page 2 of 6 Pages



CUSIP No. G75398 100	SCHEDULE 13G	Page 3 of 6 Pages


Item 1.	(a) Name of Issuer

Rezolve AI Limited


Item 1.	(b) Address of Issuer’s Principal Executive Offices

3rd Floor, 80 New Bond Street

London, WIS 1SB

United Kingdom


Item 2.


	(A)	NAME OF PERSON FILING:

Cocoa Wagner


	(B)	ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

Flat 1, 15 Wedderburn Road

London, NW3 5QS

United Kingdom


	(C)	CITIZENSHIP:

United Kingdom


Item 2.	(d) Title of Class of Securities

Ordinary Shares, par value £0.0001 per share (the “Ordinary Shares”)


Item 2.	(e) CUSIP No.:

G75398 100



CUSIP No. G75398 100	SCHEDULE 13G	Page 4 of 6 Pages


Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:



(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	☐	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable.



CUSIP No. G75398 100	SCHEDULE 13G	Page 5 of 6 Pages


Item 4.	Ownership

Information with respect to the Reporting Person’s ownership of the Ordinary Shares are incorporated herein by reference to Items 5 through 11 of the cover pages for the Reporting Person.

The amount beneficially owned by the Reporting Persons is determined based on 172,182,769 shares of Ordinary Shares outstanding as of October 28, 2024, as reported on the Issuer’s Amendment No. 1 to Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on October 29, 2024.


Item 5.	Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [x].


Item 6.	Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.


Item 7.	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.


Item 8.	Identification and Classification of Members of the Group

Not Applicable.


Item 9.	Notice of Dissolution of Group

Not Applicable.


Item 10.	Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.



CUSIP No. G75398 100	SCHEDULE 13G	Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 5, 2024

    /s/ Cocoa Wagner

   

    Cocoa Wagner

   

Amendment: SEC Form SC 13G/A filed by Rezolve AI Limited