Rezolve AI Stock

Before we begin, a brief reminder. Today's presentation, including our remarks and the Q&A, contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include our 2026 revenue guidance and ARR targets, margin and cash flow expectations, cost savings, our strategy and path to profitability, acquisitions, our products and AI technology, market opportunity and our partner relationships. These statements reflect management's current beliefs and assumptions and are subject to risks and uncertainties, many outside our control that could cause actual results to differ materially.

Please do not treat them as predictions or place undue reliance on them. For a discussion of these risks, please see the written disclaimer accompanying this presentation and the Risk Factors section of our 2025 annual report on Form 20-F and our other SEC filings. These statements speak only as of today, and except as required by law, we don't plan to update them. Thank you.

Today's Rezolve Ai presenters will take questions from investors together at the end of the program following the financial overview. Questions will be taken through the web platform only. If you are here in the room or joining online and would like to ask a question, please submit it through the platform at any time during today's presentation. We will do our best to address as many questions as possible in the time available. I will now hand over to Dan Wagner, Founder, Chairman and Chief Executive Officer of Rezolve Ai.

Thank you, Urmee, and good morning, and welcome to Rezolve Ai's first Investor Day. Thank you for all being here for those of you who arrived in person. I'll start with the market, where we sit in it and the strategy we put in place to outperform and drive substantial profitable growth. We will then spend the next few hours showing you everything we've built running live. E-commerce has already reinvented itself twice, and it's doing so again right now. The first era ran from 1995 to 2010. And it was built on search and catalogs and keyword box interrogation. The second ran from 2010 to 2024, and it was all about mobile with a phone in every pocket, advertising targeted through social media and checkout moved to that screen.

The third era has already started, and it is agentic where technology conducts search and transacts autonomously on behalf of consumers. Historically, if you wanted a new pair of sneakers, you would go first to Foot Locker, then to Nike, then to adidas possibly, and you decide after reviewing 3 sites yourself. Give that job to an AI assistant and it sends countless agents off to hundreds of sites, all at the same time. Those agents interact and interrogate what they can access across the whole Internet and come back with a curated answer.

Imagine 100 merchants questioned by a machine on behalf of a shopper who never visited a single one of them. Multiply that across every shopper and every question. Merchant systems are facing a 100-fold increase in activity already. This is an unprecedented change in behavior and the vast majority of companies are simply not ready. E-commerce, as we know it, is finished and what replaces it is arriving faster than anyone expected. The retailers who move first will take enormous share and the ones who wait will spend a decade catching up. Most retailers can see this coming and need an immediate solution that can support their end-to-end commerce journey needs. And we at Rezolve Ai have spent 10 years, 10 years building that solution.

Michele will talk you through exactly what that opportunity is worth right after me. But let me start with the numbers because they make the argument better than I can. In the first half of this year, we delivered $130.8 million of revenue. That was more than 20-fold what we delivered in H1 2025 and nearly 3x our revenue in the whole of 2025. We're targeting at least $500 million of annual recurring revenue as we exit 2026 as -- and we go into 2027, and our strongest trading period is still ahead of us. Our next job is profitability. And we have a strategy to get there faster, built on growth we can sustain.

We are operating from a position of strength. We have the team, the technology and the partners in place to succeed at scale. From here, we are growing what we've already built, and that costs us a fraction of what it took us to build it in the first place. That must be my mother calling me. It's obviously very serious. Our strategy starts with our mission. Rezolve Ai is the infrastructure backbone powering AI-driven commerce for merchants, financial institutions, hyperscalers and technology companies. We start with merchants and the same infrastructure we build for them can be sold to every other part of the chain from banks and payment networks to the largest technology platforms in the world. brainpowa is our own proprietary language model trained from first principles for commerce and protected by more than 30 patents.

We all know AI can talk. The problem is it can make things up. And in a live store, one invented price costs a merchant the sale and the customer. Hallucination is the reason most retailers will still not let AI sell on their behalf. brainpowa was built to solve that problem, and we will show you exactly how later this morning. With the technology built, the job is now distribution, and we are running 3 growth engines at the same time. The first is organic growth, driven by our own go-to-market sales team selling directly to enterprises around the world. The second is distribution through partners, whose marketplaces and sales forces put us in front of customers we would take years to reach on our own.

And the third is licensing that infrastructure itself so that platforms, banks and payment networks can run on the data, intelligence, transaction and payment rails we have built. Together, they deliver against 5 priorities, every one of which you will see proved today. The first priority is win the enterprise. We have built one suite of products that carries a merchant from the moment a shopper starts looking to the moment the money lands. Discovery, conversation, recommendation, merchandising, loyalty, checkout and payment all run on one shared layer. A merchant integrates once. We ended June with well over 1,000 merchants, and our job now is to move every one of them from first deployment into full production across the whole suite. Today, we will show you all of it running on live enterprise sites.

The second priority is own the payment. Influencing a purchase is worth something. Completing it is worth far more because that final step is where the economics of commerce sit. We are building RezolvePay to lift conversion at the moment of payment. It would put more of every sale back into the merchant's pocket by removing 2% to 3% transaction fee that they've paid on every single purchase for decades. Beneath every product sits infrastructure, which we own outright from our commerce-tuning language model and data pipelines to the verification layers that prove why an agent did what it did.

Platforms, financial institutions and enterprises can license those rails from us and save themselves years of expensive building. The fourth priority is scale through giants. Microsoft, Google, Tata Consultancy Services, Tech Mahindra and most recently, Mastercard give us marketplaces, enterprise sales forces and delivery capacity that would take a decade to assemble on our own. They already sit in the room with the enterprises we want to reach, and they hold the budgets and the relationships. The fifth priority is compound the margin. Our acquired businesses are being consolidated into one operating platform. Our revenue mix is shifting towards software and recurring revenue, and every new deployment costs less to serve than the last. Everything you hear today comes back to one of those 5 priorities, and you can track our progress against every one of them.

Here's how the day runs. I think I've run through a couple of more slides. There's our priorities. Here's how the day runs. Nine of us are presenting today alongside 2 panel sessions, and that is deliberate because this company runs far deeper than one founder with a story to tell. Michele Fisher, our Chief Marketing Officer, follows me to define agentic commerce and set out the size and shape of the market. We then open up the platform layer by layer in order -- in the order a shopper moves through it from getting a merchant found to turning into a visit -- from turning a visit into a sale to turning that sale into a customer who comes back to completing the checkout.

Laurence O'Toole, our VP of SEO, AEO and Discovery; David Ingram, our Chief Experience Officer; and James House, CEO of RezolveReward, will then put the live product in front of you running against real deployments. Naga Samineni, CEO of RezolvePay, will give you a glimpse into the future of payments with a preview of RezolvePay. Sauvik Banerjjee, our Group CTO, closes that section with a look at our intellectual property and the technology we built to hold it all together. Steve Perry, one of our non-executive directors; and Elizabeth Lachhar, our EVP of the Americas, will then explain why this moment is different from every earlier wave of retail technology and what it looks like from the inside of the payments industry.

After the break, you will hear from 2 of our partners, Kimberly McKinley from Microsoft and Saurabh Atri from Tata Consultancy Services, about the agentic commerce landscape and why they chose to work with Rezolve Ai. Arthur Yao, our Group CFO; and Kate Gusin, our Deputy CFO, will close with the financial picture and our path to profitability. Today's Rezolve Ai presenters will then take questions from all of our investors. We are the -- we are taking these through the web platform. So if anyone sitting in the room or online would like to ask a question, as Urmee said, please submit it there. We'll do our very best to get through as many as we can in the time available.

The product is live in the reception area outside. And throughout the break, for those of you who are with us in person, I encourage you to go and experience the products firsthand. I'll leave you with one thought before I hand over. I started my first company MAID in 1984. I know you can't tell because I look so youthful. And put business information online before most people had even heard of the web. In 1998, I founded Venda to run e-commerce as a hosted service, years before anyone called it Software as a Service, and Oracle went on to buy that company. Alongside it, I founded ATTRAQT, which built the search and merchandising tools that decide what shoppers see, and I took it to the London stock market.

Each time I saw a new way of buying before the market did. Agentic commerce is the next change in how people buy, and it's already here. Rezolve Ai is the only provider that gives merchants everything they need to meet this new paradigm, everything from discovery through to payment in one place. I was right about the previous changes to e-commerce. I'm right about this one. The only difference is this time, the prize is much, much bigger.

This is the most exciting company I've ever been involved in, and this is the most exciting time that I've ever experienced in my life in technology. The transformation of what we're seeing with agentic technologies and artificial intelligence is breathtaking and transformative, not just for business but for our lives. I'm very, very happy to be here running this business in this market that has such infinite potential. Michele is going to show you just how big. Please welcome Michele Fisher.

Thank you, Dan, for setting the stage. Hi, everybody. I am so honored to be here today to get to talk to you about what it is that we are building for and who we're building it for. My name is Michele Fisher. I'm the Chief Marketing Officer here at Rezolve Ai, and I am absolutely thrilled to be a part of Rezolve Ai. I joined about 4 months ago. It's been about 2 decades for me in retail, starting all the way when I was selling bridal gowns to being able to be at the intersection of infrastructure and emerging technologies and storytelling with storied companies like Disney and Amazon.

To get started, I don't think anybody is going to be surprised in this room that commerce is going through a monumental shift. It's a total redesign. And someone is going to build that infrastructure and every single thing that we're building is ensuring that we are the company that is going to be it and transacting with it. The very nature of shopping has gone through a fundamental change. Merchants spent years developing strategies, and many of you may have even experienced this where they put billions, millions and billions of dollars into strategies to improve their search to be the first thing that people see when they go to Google.

And now all of that is shifting to if you don't get chosen in the first 3 to 4 AI recommendations, you're practically invisible as a brand. 42% (sic) [ 37% ] of shoppers consult with LLMs according to an Adobe traffic report. And actually from the same report, shoppers referred to retail sites through AI convert 61% (sic) [ 60% ] more often than customers who come through other channels. That's not a trend. That is an unbelievable change. So we'll go through a little bit of this big shift in the next slide here.

Agentic commerce is going through a multi-trillion-dollar shift in a $30 trillion industry. Retail is the demand signal for the global economy. It is -- it's impressive how in just such a short period of time, we've seen retail shift from the old way that we used to go shopping, which I will go into in just a minute, to now $3 trillion to $5 trillion going through what are predicted to be going through agentic commerce and through agents. Bain has actually predicted that 15% to 25% of commerce or 15% to 25% of all e-commerce by 2030 will actually be going through e-commerce as well. And just to restate, $3 trillion to $5 trillion in 2030 will be going through agents as well. So merchants need to be ready. They need to ready their catalogs with machine-readable data or face being invisible at the moment that a customer comes and has their query.

If you are missed at this point in the 3 to 4 AI recommendations that people get when they're doing their shopping, at best, you can consider that a lost opportunity. At worst, you consider that a missed sale, and that's what we're trying to solve. The sales funnel has essentially collapsed. And I'll give you an example of how that changes. And many of you have probably experienced this before yourselves, where you've gone and -- for example, with me, I'm going to be in New York City again. I'm based in Seattle at NRF, and I'm going to need a winter coat.

When I go and I go shopping and go to Google, this is the old experience. I've got all of these different recommendations, and there'll be sponsored products at the top, and I'll probably scroll past those and keep scrolling and scrolling and scrolling endlessly. I might have to go to Page 2, Page 3, and I'll give up altogether. And I'll go to a site that I already know to a brand that I already know where I'll be met with thousands of different categories, different filters, different colors. I'll have to pick my size. Am I petite or standard? Don't answer that. We know that. And it's going -- it's such a frustrating experience.

And it's not just a frustrating experience for me as a customer, it's a really frustrating experience when I actually get to the product that I want and it's out of stock and I give up entirely and go to a different brand because that merchant actually knew who I was. I went to that brand specifically because I returned an item 3 weeks ago. I had been in their store. I have a credit card on file and yet they can't actually track me and talk to me like their own customer. And why they can't do that is because there's data that is located in silos across an entire organization, whether or not it's the customer behavior in the CRM or it's the catalog data that's in the PIM or where my order is data that's going to be with supply chain, it's all in different areas.

Now the infrastructure that we're talking about is connecting the dots between that moment of discovery within AI and LLM recommendations all the way to capturing that moment once you enter the site, which I'll go through in that new experience, which we are calling RezolveCommerce. So, now let's fast forward to the happy future. And this will be the experience that I will experience as a customer when I'm working with Rezolve technology and a retailer. So, now let's go back. So, I need that coat again. It needs to be a warm winter coat for NRF in January. And what I'm going to do is I'm actually just going to go to my favorite LLM. And this is the flywheel that we're talking about. I go to my favorite LLM. I type in all of the context that I need because it's actually not just NRF. I'm also going to need it prior for the ski season.

It also has to be business casual and how do you do business casual when you look like a marshmallow in these winter coats? And so I go to my favorite LLM, 3 to 4 recommendations later. I click through and I go directly to a site. And then I'm captured by this wonderful concierge that greets me at the storefront on the digital storefront and says, welcome back. Already knows who I am, already knows what I bought, already knows what colors I tend to like, what kind of things I may have sent back, for example, and even gives me recommendations of things that I may want next based on my purchasing behavior -- that's the kind of personalization we're talking about.

So, not only have I skipped all of these massive frustrating steps, I have also been able to find exactly what I want in a very short period of time, and they've upsold me to all of the hat glove accessories. So now that's the experience of RezolveCommerce. Let's move on to the actual transaction, which is RezolvePay. They already have my credit card information. When RezolvePay is live, there will be an elegant handoff where essentially I transact through the exact same platform. And there will be a balance that's live on my site or that's live within my account that I'll be able to go and spend and it will incentivize me to actually come back because who doesn't love a balance.

And then RezolveReward through loyalty will reengage me with offers that are available within my own bank payment apps that has scrolled through and seen all of the different things that I purchased and given me an offer that is personalized just for me for that store that I can go back and redeem when -- whenever I choose to go back and the merchant will have offered that up and it will actually -- they'll pay for it once they actually get there. And finally, there's RezolveInsight. Now this is the part that actually really excites me, and I'm excited to have James up here to talk about it a little bit because as somebody who has been in retail for a really long time, both in consumer goods, especially and in retailers as well, insights are super, super valuable in the era of AI.

It's something that is monetizable in hundreds of different ways. And I can say that also having been in that business for a long time. So, being able to take those insights and eventually turn them into something that will drive your discovery and your visibility, taking data that comes through conversation and being able to enrich it in your PIM so that you have machine-readable data like we talked about, you're able to discover it or use it for discoverability and LLMs, that's all driving the sale. Instead of missed sales, what you're seeing is that flywheel getting stronger and stronger and stronger every single time that it's getting used.

We're trusted by well over 1,000 customers and know you see a lot of these logos. They're familiar to everybody. This is what we are doing today. We are helping retailers to get chosen, get paid, get real incentives that drive a loyalty base with AI and drive higher and higher likelihood of being chosen the next time that a customer comes and does a query and being chosen in those 3 to 4 recommendations. The longer that this flywheel runs, like I said, the more valuable it becomes. And we are the only company building the entire sequence of discovery all the way to checkout, all the way to insights, all the way back to being chosen again. This is the new conversion loop that we are talking about. Essentially, like I said, sales funnel has collapsed, and now we think of it as more of a flywheel.

And we're doing it with one layer that is no rip and replace for a retailer that, as we know, has a lot of legacy technology. Our customers today are mid- to large enterprises, $200 million GMV in both the hospitality and in the enterprise merchant space. However, we're actually aiming up the curve to over $500 million. This is not a pilot. This is a full transformation. This is a Board decision. So, it's with my honor to be able to present to you the first person who's going to go a lot deeper into these aspects of getting chosen, which is Laurence O'Toole. Thank you so much.

Thank you, Michele. I must confess I can relate to that shopper, and I brought the evidence. This is everything I purchased so far this year sorted into 3 columns by how I chose it, or should I say by how AI chose it for me. On the left, AI researched, evaluated, shortlisted and recommended everything on that list from a sensible German electric car for the family to a secondhand car for my daughter after she drove the first one into our house, yes, really, to a wood log chopper, something else for shifting logs. I don't even know what it's called, an electric chainsaw. My point is this, 80% of my expenditure was here, was fully researched and evaluated and recommended and shortlisted by AI. 2 years ago, that would have been 0.

In the middle, this is where the volume is, low-value commodities, over 150 items that I wasted my time researching manually comparing potato peelers and waste bins and extension leads and car shampoo, my car doesn't care what car shampoo I use and nor do I. I would happily hand all these over to an agent. I will as long as it buys reputable products from reputable retailers with a good returns policy. And finally, still manual for now. The stuff I care enough about to read the reviews and actually watch the YouTube videos. But for me, that list is getting shorter every single year. I'm Laurence O'Toole. I spent my career optimizing websites for search engines and more traditionally now recently for AI search engines.

What my purchase habits tell me is if you are missing from the AI shortlist, you're going to miss out on the sale. And there's 2 factors driving this that I want to cover. First is machines are reading more data than humans these days, and the humans are telling the machines much greater context about what they want. I want to look at each of those in turn and then look at what that means for merchants and how we can help them. So, according to Cloudflare, 62% of traffic on the web now is bot traffic, and it's growing. It's almost 2:1. That gap is widening. Why? You make a query to an AI engine, as Dan mentioned earlier, and it does multiple queries behind the scenes, read dozens of web pages. You hand that to an autonomous agent that's running 24/7 and that multiplies and multiplies again.

I think what's really interesting is HUMAN Security did a research last year and said, well, where are these AI agents going? 87% of the pages they're reading are product pages. Why? Large language models have training data and has cutoff dates. So, to offer agentic commerce to offer great recommendations to clients, they need accurate information. They need accurate product feed information. That means descriptions. That means conversational attributes so they can match the right customer to the right product in the right moment. They also need things like agentic decision-making factors like popularity rank and return rates. You'll notice that Google, Microsoft, OpenAI, et cetera, have all added these conversational attributes to their product feeds.

Google recently announced that retailers that meet their best practices for agentic commerce feeds see a 4.5% increase in conversion value and 5% increase in conversions in the following month after implementation. So, the AI platforms have articulated for us what it means to be successful in agentic commerce. And as consumers, we're articulating more about what we want. Google again said that queries in AI mode are 3x longer than they are in traditional search. Our own research and Grok conversations showed that 85% of them are longer than 10 words. ChatGPT's research 75% longer than 10 words. As consumers, we're sharing greater context than we've ever done before. Why? Because we get better answers.

And so that means we don't just express what we want, we express why. A couple of years ago, out of search for a backpack and then gone through 10 organic links and visited lots of websites. Now I can describe -- I'm looking for a backpack that fits a 17-inch laptop. It's waterproofs got rugged, it's going to go on a bike a lot. The retailer's catalog needs to match that context. And if it does, then it stands a great chance of getting shortlisted by the AI agents. And AI agents, large language models, the platforms out there, they understand that consumers, we still like to window shop, but they will present a shortlist to us. Very rarely do they give a single best answer. Our research shows only 3% of the time for unbranded queries do AI answers contain just 1 brand.

Even if you're named and your brand is mentioned in the prompt, 76% of the time, alternative competitors will show up on that shortlist. And the thing about shortlists are consumers like them. Growth Memo did some research that said 74% of time, consumers don't go beyond the short list. They're happy with the options and they evaluate and purchase from there. And that varies by category. Some are higher in other categories. I've spent 25 years optimizing for search engines. And what I've learned over time is that I used to help brands get to #1 on Google. Now it's about being on the short list consistently and most retailers are not ready. Most retailers are running on a Google Merchant Center feed that was built a decade ago that doesn't really understand intent.

There's millions of Shopify stores that are arguably technically enabled for agentic commerce, and yet they don't have the context that the AI engines require. It's not enough to be named as a brand. It's not enough to be well known. You need to add the live conversational attributes, the real-life context around your products so that large language models, these AI agents can match the right customer in the right moment to your products and services. And also, you need to ensure that your marketing claims are corroborated across the web for AI to trust you. This is interesting. Our own research showed that 97% -- 97 out of 100 of the top U.S. retailers published no way for an agent to check out on their site. That's the opportunity in 1 number.

And that opportunity compounds because the sources and websites that AI trust today are the ones that will be coming back to tomorrow. And we're building the solutions for tomorrow today for our retailers to capitalize on this opportunity. Our optimization layer for agentic commerce helps the merchant win the sale, whether that happens off-site on a platform or on their store, whether that's bought by a human or whether it's bought by an agent. It's 1 platform, 3 layers. We land once and then we can expand into the other areas. Our SEO platform has done what digital marketing teams always need, optimize your performance for Google and Bing. That market hasn't gone away. It's still there and it's still critical.

The answer engine optimization platform helps you understand how you stand across ChatGPT, Google AI Mode, Gemini, Claude, Perplexity and so on. It helps you understand your brand's visibility, its perception, which products it sells, the merchants and which sources the AI uses to frame their answers. And finally, our agentic commerce platform helps optimize at scale. And this is the one I'd ask you to remember because it clearly differentiates us from every single other SEO and AEO platform out there. Our agentic commerce engine reasons about the why behind your product. If you think about every product and every catalog out there, Someone, a designer built a product with a consumer, B2B or B2C or a set of consumers in mind.

But often, that's just lost across the e-commerce supply chain and ends up with a couple of bullet points on a PDP page, a product detail page. We think about the why. We think about the real-life context, what are these scenarios, the applications, the use cases, the timing, the occasions that would give rise to someone to need to buy these products, and we put that back into the content in a way that helps sell the products for humans. It helps search engine bots find it and it's irresistible to AI agents. Here's a quick preview of what that looks like. So, let's say I'm trying to sell men's jackets. Our framework, our research framework thinks about the key commercial criteria that are important to customers when they're buying that. We can build a set of research prompts that are representative and check any of the major platforms out there.

Once we're there, we can help you understand your visibility, your perception, whether the top products, the top merchants and what are the key sources that the large language models are relying on to formulate their answers. We can then give you and your marketing team a set of precise data-driven recommendations to help you improve your visibility. Beyond that, with our agentic commerce engine, we will reason about your catalog. We can ingest your whole catalog -- we can think through architectural engine about all the scenarios, all the applications, all the use cases, even possible objections, key entities we need to mention. And we can put real-life information on the product page. Who's this for? What's it suited for? This is ideal for.

We can think about the agentic conversational attributes and enrich a feed. So, this is no longer just a rain jacket. This is a range for commuting and inclement British weather or for hiking or for dog walking. We go through the whole catalog and enrich absolutely everything you need. We can build the technical foundations and tests to help your team get agentic ready, and we can run experiments so you can drive real ROI. In essence, we can tell you how you're performing across AI engines, why you're performing like that and what on earth you need to do about it. Get that right, and the sale happens 4 ways. It can happen inside the AI platform. It can happen agent to agent, machine to machine.

It can happen with click and collect in store. And this is where our location-based technology kicks in with her permission, when she enters the zone, even down to the collection bay, we can ensure that we trigger an alert to staff so that coat is ready the moment Michele arrives in the collection bay. Not only that, we can use that to trigger offers, loyalties and post-sale follow-ups, all on the stack a retailer runs today. And finally, the fourth way the sale happens is the way that it's happened for many years is that she'll arrive on your website, ready to buy mid-conversation. And the next 30 seconds is the difference between making the sale and close browser tab. That's David's territory more than mine. So over to you, David.

Thank you, Laurence. Hi. I'm David Ingram. I've been operating in e-commerce for about 30 years. You can tell that, starting with delivering some of the first e-commerce solutions back in 1995. In fact, when I started, there were no e-commerce platforms. We had to custom build each one. There were also no merchant accounts for online retailers. We have to convince acquirers to accept our customers on a case-by-case basis. It's extremely laborious. So, I've seen and I've lived a large part of this evolution in e-commerce over this time. But honestly, I've never seen anything like the opportunity that's presenting today. So, I'm going to talk to you about and show you some of the other elements of RezolveCommerce.

But I'm going to start by outlining some of the context that all this sits within familiar phrase, right? We see it everywhere. This term agentic commerce, this concept, it's unfolding before us at absolute lightning speed. Everybody is talking about it, and it's a huge topic. So, I'd like to give you a bit of a model with which to think about it, and it's a model that I found to be helpful over the last couple of years during this journey. So, firstly, AI assistants are starting to replace search as the entry point for e-commerce. So, we used to start shopping on a search engine. We'd find a set of results. We click through to the brand's website and then we continue from there. But now consumers, folks like you and I, we're starting that journey on an AI assistant, right, not on a search engine. We're still ending up on the brand's website, but not from that traditional referrer.

This is great for sellers. But also, as our agents become more capable, and many of you will have already seen this, some of us are actually completing purchases right inside our agents' brand surface. If you think about that now, increasingly, we're not only starting our journey, but also completing our journey on the AI brand surface. So, we never actually see that carefully crafted beautiful brand experience that retailers have been optimizing for human users for 30-odd years. That's not the end of it because in some cases, increasingly in the future, we're actually empowering our agents to buy for us. So, we're giving our agents an objective or a goal, if you like. We're giving them some permissions and some constraints, but it's our agents that are doing the exploring. It's our agents that are deciding, and it's our agents that are actually executing the purchase.

So, I'll summarize these models in a way that's really easily memorable. Here, agents are helping us find stuff. Here, agents are actually buying for us. Let's rewind. Here, they're helping us buy, right? But here, they're starting to buy for us. That's all very interesting, but so what? Well, here's the what because for sellers, that brings both good news and bad news. The good news is this AI referral traffic that's users who started a journey on an AI, are referring or converting 60% better versus those consumers that started their journey in traditional search. But the bad news is that up to 41% of that content is not accessible to AI agents Laurence touched on this.

In fact, even that which is largely still optimized for human visitors not for agents. So, it's interesting for us as resolved because this means retailers just cannot sit still. They must take action. If they are to defend against this problem, they really, really need to know how they're showing up on agents and they need to fix that data. And they also need to protect against that dilution of their brand and that loss of ownership of their customers because customers, again, like you and I, were increasingly training ourselves to shop in different ways. And they've got to attack. They have to be on the front foot, if they're going to grab the opportunity the Agentic Commerce promises them.

It's higher conversion. So, I'm looking around the room, most of us have been around for a while. We've been in e-commerce for a while or we've been on the periphery of it. But until this point in history right now, this remained largely unchanged search, results, click-through, pagination, filters, sorting, search again, repeat, repeat, repeat, the sort of stuff that Dan talked about. We've seen improvements. We've seen iterations. We've seen evolution, but now everything is changing. It's no longer evolution. It's an absolute revolution. It's not a trend. It's a structural shift. And that's what Rezolve is solving for. Most people are thinking about what new AI features to add to their products. But Rezolve is building that infrastructure, that platform for this entirely new mode of commerce. A lot to think about.

So, let's just recenter our thoughts for a moment. You saw this picture earlier today. At the highest level, Michele showed you what Rezolve Ai is building. She showed you this map, RezolveCommerce, RezolvePay, RezolveReward, RezolveInsight and this incredible flywheel that this creates. And as sellers start to prepare for agentic commerce, Laurence showed you how Rezolve is giving retailers these essential tools to know how they show up for agents and why they show up or why they don't and how to optimize accordingly. Naga is going to explain how RezolvePay introduces modern payments going beyond that 30-year-old payment paradigm that all sellers have been operating for 30 years.

And James is going to explain how RezolveReward and RezolveInsights help sellers stay competitive and build and own that loyalty their customers and that wealth of data and information that's generated further fuel this flywheel that we're building, which leaves me somewhat in the middle and in particular, I want to show you what conversational commerce looks like. So we're going to roll a short live demo.

[Presentation]

So, I very much look forward to being able to show you that once RezolvePay is on the end closing that loop. Quick recap. Today's e-commerce UX, it's 30 years old. It's changing. brainpowa, it's our proprietary AI stack. It's domain-specific, it's commerce trained and it's grounded in merchant data, so it won't invent facts. It engages with empathy. It holds a natural flowing conversation, but also understands that intent expressed actually translates into goals and the goal is selling multimodal UIs like you saw there, voice, web, text, image, they're all interconnected through that conversational context. And it's deployable on any brand surface. So responsive web, mobile app, in-store kiosk, smart speaker, smart glasses, even in your car. So that's conversational commerce. I'll hand to Naga, who's going to pick up the journey with RezolvePay.

Thank you. Good morning, everyone. For those I have not yet met, I'm Naga Samineni, CEO of RezolvePay. I built my career starting as an engineer at Microsoft and Twitter before moving to Facebook, where I worked in the leadership of Global Payments. I then built and exited my own payments company. I joined Dan and the team here about 6 months ago, and I'm really excited to show you the inside of the early stages of what we are building at RezolvePay. You have now seen almost the entirety of the customer journey that Rezolve Ai runs for the merchants from helping brands get discovered to converting interest into purchases and helping drive repeat business. Every retailer wants all of these activities to end up in the exact same place. and that is checkout. And it turns out checkout is that 1 part of this journey that we currently hand off to someone else today.

And it also turns out it's also the part that the merchant has least control over and has the most to lose from. And getting that right is exactly what #2 on the priorities that Dan set out earlier this morning is all about owning the payment. See, cash was the last payment method that worked beautifully for the merchant because $100 in sales meant $100 in revenue. See, nothing at all was actually lost in the act of getting paid and money landed the moment the sale was complete. And every system that was built since was built actually for somebody else, whether it's the bank, whether it's a payment network, whether it's a shopper, and don't get me wrong, every payment method has brought about a genuine improvement for the people for whom the payment methods were designed around.

But it turns out merchant was the 1 who quietly ended up paying for all of them. Let's zoom in on this for a second. On what happens today when a shopper pays by card, you see a series of intermediaries start up and take a slice of the sale. And every slice it turns out, is charged as a percentage of the transaction and not a percentage of the profit that the merchant actually keeps. As we see, the 2.3% of the fee that we are talking about for the merchant seems small, but put in context, it's 1/5 of the merchant's profits. And there is the wait. A sale that closed on a Friday afternoon doesn't hit the merchant's bank until the following Tuesday. The industry calls it the 2-day business standard because as we all know, money and computers love to take the weekend off, and that's why. I sit with that for a second because that's the part that a lot of people overlook.

This is merchants own money that they've already earned that the customer has already spent sitting in someone else's banking account for 3 days. And this happens on every transaction in the entire year. Now every CFO knows what that means for the working capital for the merchant. And here's the part that I find extraordinary. If you ask anyone in the payments industry, whether this experience for the merchants can be better, they'll tell you, of course, it can. But when you ask them if they're going to fix it, of course, they are not. Because you see when they take a percentage of the sale, that is their entire revenue. It's this classic innovators dilemma, where when inefficiency becomes the business model, people who are on the inside don't go out looking for the cure. Now before I tell you what we are building, I want to be straight about the field that we are entering.

You see payments is actually a crowded space. A great many number of companies have raised a great deal of capital on the promise of building a better checkout and the results have genuinely been mixed so far. Some of them have actually gotten parts of it right, and they're still going strong today. But a lot more of them, even after raising enormous sums are no longer here to tell their story. However, almost every 1 of those attempts started first in payments and work backwards into understanding commerce. But we are actually coming from commerce and working forward into building payments because we have much deeper context and empathy for what commerce really wants based on our background. And I think that's a meaningfully different place to start from.

What we are building is payments that is reinvented, reinvented around a better experience and better economics for both the merchant and the shopper. And we are uniquely placed to solve this problem because every single product that Rezolve Ai sells to merchants comes with the same promise of converting a browser into a buyer. This conversion is that 1 single thread that stitches and runs through every part of our business. Now as you have heard from our colleagues today, it turns out 7 out of 10 shopping carts are actually abandoned. When you break it down, extra cost as checkout adds for -- accounts for about 40% of those abandonments. Lack of trust in storing card details with the merchants account for 19%. Being forced to create accounts cost about 18% of cart abandonments and a checkout that simply takes too long on the 17%.

Now on reading this, it's actually clear for us that what appears on the surface as a marketing problem because the customer lost interest in the product that they want to buy is actually an engineering problem. You see because these are not the customers who lost interest about the product. They were actually interested in it. But at some point along the way, they just gave up. Now think about what that means for a company like ours because we spent the entire customer journey earning a customer's attention sparking their interest in the products and the brand and building their conviction around the products that they actually want to take home. And in the final step, when it really matters, they meet a checkout and -- which is what we don't build today.

And the entire work that we put in for running this customer journey is left exposed to the sale leaking at the worst possible moment. But if we control this journey end-to-end, what that means is that we shape the problem entirely because every step is now built with 1 objective instead of being handed off to someone else at the point of greatest risk. And that is how it's a commerce argument before it is even a payments argument. And that's precisely why I believe we are the company to solve payments. Let me tell you what we are building. RezolvePay will be the most beautiful opinionated checkout product that is rail-agnostic, powered by Rezolve Ai's own technology.

And it carries every single payment option that a customer expects to find today, whether it's a card, whether it's Apple Pay, whether it is Google Pay or whether it is Pay by Bank, doesn't matter. The important part is what actually sits behind. The payment details are tokenized and are stored centrally instead of at each individual merchants. And what that means for the merchants is all the benefits of saving the customer's card on file without the drawbacks and the risks of doing such. And what this also means for the shopper is that once they get themselves set up on 1 merchant in our network, they arrive at the next 1 with the details already filled in and ready to go. They don't even have to type a thing. And this effect compounds. Every merchant who joins our network makes it better and more valuable for every merchant that already exists and every merchant that's going to come after because of the shoppers that come in already enrolled.

Finally, because RezolvePay will be vertically integrated with RezolveCommerce, that decreases dramatically the friction between intent and customers walking home with their product. The first reason why I find this really exciting is that it directly addresses the abandonment issue that we talked about. Because the card details are never -- are never stored at the merchants, we take back the 19% of card abandonments. And because nobody is forced to create account twice, that's 18% of abandonment taken back. And because the checkouts are now faster than before, that's 17%. You see 3 of the 4 largest fixable reasons why a shopper walks away from a sale are answered simply by the design of the product even before we get into engineering and optimizing the margins.

And the second reason why this really excites me is the economics. Through RezolvePay, merchants can set a cashback rate that rewards the shopper for choosing our recommended payment method. A payment method that carries lower cost of processing and lower cost of service for the merchant. And that reward will it directly gets applied and triggered at the checkout. This is what I call a win-win. The shoppers get a better deal. The merchant sees their blended processing costs come down and the merchants margins improve with every shopper that converts, and that's what we do. Now before we shift gears, the last thing that I want to talk about this, and this is really important is that all of this sits on merchants' existing system.

We're not asking them to switch to anything and rip and replace anything. All their existing systems, their existing order management systems, their back ends, their existing payment processor contracts, they can stay intact. We work with all of them. We sit on a layer above that. I want to finish by looking forward. As you have heard from my colleagues today all morning, commerce, as we know it, is changing. And what that means is payment as we know it, will change, too. As Michele set out this morning, agents are now transacting. Increasingly, the buyer arriving at a checkout page is not a person at all. It's software, software that knows who you are, that's acting on your behalf, that carries your preferences, your loyalty, your payment methods, your payment mandates, that's the next buyer.

And this is not a distant picture that we are chalking up in the whiteboards of San Francisco. This is actually what is happening today, live, and it is increasingly accelerating, thanks to all the advancements that the market is seeing today with news, OpenAI, everybody else. Now think about what that asks of a payment system that is built for the yes or years because a checkout that is built for a human is the wrong shape for the new buyer, which is a machine. Now the industry hasn't settled yet on how agents will pay. There are several standards that are being proposed all the time, and the industry is yet to coalesce on the 1 standard. But whatever it will end up being, we are building the layer that is 1 above it all. We have not a button in someone else's system.

So, we don't have to pick the winners. We don't have to pick the standards that win. We support them all. And because shoppers' details are already held securely at the network level, what that means is that the agent can now transact end-to-end without touching anything that is sensitive. There is a great deal more to come from here, and I'm looking forward to sharing with that soon as we reach the market. Now I know every 1 of you wants to learn more about what it means with news and OpenAI and how does all of this work with Rezolve Ai and RezolvePay. I'm excited to share that with you in the next few days. And with that, I'll hand this off to James, who will walk you through RezolveReward and RezolveInsight.

Thank you very much, Naga, and good morning, everyone. It's great to be here with you today. I'm James Howes. I'm the CEO of RezolveReward. I've spent 30 years in loyalty, data and technology companies and in leadership roles within Mastercard and BNP Paribas, amongst others. I think you've just heard from Naga very clearly how RezolvePay is reducing friction for the customer in the moment of payment. I'm going to talk to you now a little bit about how RezolveReward is really extending that reach into the broader customer relationship. There we go. So, RezolveReward, for those of you who aren't familiar, sits at the intersection of banking and commerce. Our banking partners bring customers, a trusted network. We all trust our banks and transaction data.

Our merchant partners bring a demand for profitable growth. We take the bank's first-party transaction data, be that from a current account or a checking account, a credit card transaction or a debit card transaction, and we turn that into actionable customer intelligence. This intelligence drives more relevant customer engagement for both the banks and the merchants, so we start to create this virtuous circle. Most importantly, and I think this is a really important point, especially in today's economic environment, is we close the loop to the actual purchase. I think every marketer today really wants to understand where they invest their dollars and where it has the biggest impact. And we bring the most powerful source of measurement, which is actually the transaction. So, I'm going to take the next 10 minutes really just to tell you a little bit more about RezolveReward and RezolveInsight as well.

So, as you can see here, reward is operating at a global scale. We're in 15 major markets, and we're delivering programs to engage consumer -- over 14 million consumers. We have over 30 major financial institution and payment partnerships. And this really spans the major schemes, as you can see, from Visa, Mastercard and Amex to some of the world's leading issuing banks and also to some innovative fintechs such as Zilch, for example. We analyzed over 100 billion transactions in the U.K. market, that is 1 in 3 transactions alone that we're actually analyzing, and that represents around $140 billion in annual spend. So, you can see a real power in terms of the depth of insight that we're driving. We also connect over 30,000 retail outlets and several hundred merchant partners.

And you can see in the corner there, some major brands from Starbucks, McDonald's Disney, Deliveroo, now part of DoorDash, Uber Eats, amongst others, I could go on. We're connecting everyday spend categories here. So we span QSR, grocery, fashion retail, specialty retail, media and telco amongst other sectors. So, we really have every element of consumer purchasing covered. And importantly as well, we've returned over $2 billion of value back to consumers. So, consumers are deriving significant value from being part of our programs. We operate a very powerful self-reinforcing cycle. It starts at the center with engaged bank customers. So, everything we do for our banking partners is about driving deeper and richer customer engagement.

That gives us access to the data that I spoke about, so we can understand where customers are shopping, how often they shop, how much do they spend, how loyal are they, how do they switch between different brands. So, there's a real, real power. And I'd struggle and I've worked in data for 30 years to identify a more powerful source of consumer intelligence. So, we take that data and we derive intelligence from it. That can be segments, that can be propensities, that can be helping our clients make better business decisions as we go forward, who to target with what proposition and where to invest. And then importantly, we then can activate on those audiences and measure the resulting transactions. So, I think, again, in today's market.

There's a plethora of insights available to marketers. I think what we're able to do is actually deliver the richest sort of intelligence activator on it and then measure it. And as you can see, the more engaged customers that we get, the more data we get, the better the targeting, the segmentation and the propensities are going forward. And that's the compelling cycle that we operate. I think further kind of positive news is that there's a massive growth opportunity for our business. We have significant tailwinds in each of the 3 markets that we operate in, customer engagement, commerce, media and consumer insights. Within customer engagement for banks, we've talked about the propensity towards digital payments, Naga mentioned, the shift away from cash. We can talk to the battle for top-of-wallet status.

So, every customer now is operating a wallet with multiple bank cards. Every bank wants to be top of wallet and every bank wants to create new ways to engage with consumers. Let's face it, our banking relationships haven't been always the most exciting. Banks are looking to create new ways to connect with consumers and drive NPS. For merchants, the challenge is how do you drive greater ROI. Most marketing budgets are challenged. How do you deliver greater uplifts? And importantly as well, how can you drive deterministic measures. Obviously, the advertising industry has been heavily governed by proxies like clicks, propensities and impressions. We bring the definitive deterministic measure in terms of transactions.

That said, we're expanding our heritage from banking, loyalty and card-linked commerce into these 3 connected markets. Together, they represent a $40 billion addressable opportunity for RezolveReward. Retailers need a better customer understanding and demonstrable ROI. We're connecting these 3 areas under what we call our finance media network. This enables bank distribution, customer intelligence and merchant activation to be measured against actual spend. I said one of the key growth areas for our organization was consumer insights. And this is why we're doubling down on what we call RezolveInsights. We've spoken about how we use data to drive activation to enable people to drive better advertising campaigns. We can also use our intelligence to drive better commercial decisions.

And this is really where we're doubling down as a growth driver. You can see here, we already have some strong foundations through partnerships with leading global data and insight players. This includes Experian, Affinity Solutions here in the U.S. and CACI as well as a number of consumer-facing brands, including Deliveroo, Nike, ASDA and Domino's, all major brands who are using our insight. They're not just using this to activate. They're using this to make decisions around which customer segments they want to grow, which locations do they want to build, which categories do they want to focus on, how do they think about time of day in terms of how they service different customers, how do they think about potential strategic acquisitions. I could go on. There's many, many use cases for our insights.

Most importantly, this for us creates a high-value differentiated recurring revenue stream through what we call Data-as-a-Service provision. I'm just going to spend a couple of minutes now and show you a short demo video. This is showing how our product is embedded within a banking app. We've kind of made it a generic example, but you could go to any of our banking partners and be able to see how we embed in the banking app. As it goes through, I'll just kind of voice over kind of a few of the key features. There we go, it's working. So, the technology is embedded in the clients' banking app. It's a seamless customer experience. So the customer doesn't have to move between apps or change browser or anything. It's API deployment within a matter of weeks, and it delivers a modular or end-to-end loyalty capability.

And what I mean by that is there's the opportunity to be a collection partner but also a burn partner as well. And we deliver hyper-personalized rewards, both in terms of earn and burn opportunities. And as well as card-linked offers, you can see here this is an example within the marketplace, you can convert the cash back you've earned to a whole host of different leading partners based on your selections. This is where we measure the commercial outcome through actual transactions. Everything we do within the app is driven by AI and machine learning, strengthening segmentation, personalization and measurement. But don't just take it from me. I think the great thing about RezolveReward is we've got some fantastic banking partners, both old and new.

I'm going to talk first to NatWest, which is one of our longest-standing banking customers. We've had a relationship with them for more than 10 years. And I think that shows the value that we deliver to the program. You can read the quote there from Lewis. I won't go through it verbatim, but we combine transaction intelligence, digital engagement and relative retail content. And as you can imagine, the transition that NatWest, 1 of the U.K.'s traditional high street banks, has been through through digitization over the last 10 years. We've been delighted to kind of partner with them during that transformation. Mashreq is a newer partner for RezolveReward. For those of you who don't know, it's one of the leading fintechs within the UAE. And we've operated and launched a new program with them through our global partner, Visa.

So, it's shown really how we can operate and replicate our model at a global scale and how we work with distribution partners such as Visa. Both connect real purchasing behavior and demonstrate enterprise durability, measurable outcomes and importantly, global scalability. I'm now going to hand over to Sauvik. We've heard how RezolveReward creates commercial value across banking and commerce. Sauvik is now going to take us through the underlying AI infrastructure that supports everything that you've heard so far this morning. Thank you very much.

Good morning. Good morning, everyone. My name is Sauvik Banerjjee. I'm the Group CTO for Rezolve Ai. Having built large tech businesses, having led large technology organizations from SAP, Accenture Digital and of course, having met Dan, 2 decades back in our journey to building Venda, e-commerce and AI is something which has kind of become the DNA of my existence. Now imagine the world we are living in today. Some of us have built these e-commerce engines over the last few years. And you saw how unparallelly we are chartering this territory. Agents are going to swam across. You've heard Laurence, you've heard David, you've heard Michele. Now today, I'm going to talk about what's the core technology, which differentiates us.

This is what actually is what you've been hearing from the morning, get chosen, the discovery part, get paid, the checkout part, get loyalty, James just spoke about it. And the whole flywheel of data comes back, get chosen again. This is the commerce. This is the future of purchase. What we are talking over here is that's the stack. But what runs that stack that runs -- what it runs the stack is brainpowa, which is our models, our voice orchestration, our agents, our agent orchestration. And of course, underneath is the ethics and compliance stack. And of course, we've got the whole database as a service, which is something very exciting we are building on. I'm going to talk about it in a few minutes. That's the technology backbone of what everyone has been explaining from the morning.

I want you guys to take 10 seconds on this slide to understand -- these 3 layers actually runs the entire front-facing engagements and is ready for a retailer to take on the swarm of the agents and accordingly. Let me just delve a little deep on brainpowa. I'm going to talk about the model part of brainpowa today, though the orchestration, the voice, the agentic, entire engine is all brainpowa. In the day, in October 2026, we keep hearing the world's large language models is where the transaction will happen. We keep hearing inaccuracy. Now if I look at what you see over here is a live commerce environment, imagine, it is expensive. The real-world problem is these purpose-built LLMs, which you guys use all the time, is trying to guess.

Now think about the jacket use case Michele was talking about. Machine has to know before it can sell. Now none of that has ever appeared on the Internet. This catalog, which is getting trained on brainpowa is trained on the catalog in itself. It is not trained on Internet words. Now when we build this, this didn't get built with the explosion of LLMs in the last 24 months. This got built over the last 10 years. And it got built on single industry category, 300 billion parameters. 30 billion parameters, 300 billion tokens. And more importantly, it's the Rezolve Ai proprietary models. What we do with -- when we build it ourselves is we can't be the maker and checker. We have to then benchmark it against everything else what exists.

And that's the part where the catalog requires the insight. The model can rank, model can pattern match, model can converse, extraction of the attribute comes across. The mindset of the sentiment comes across, but it still cannot do -- it cannot hallucinate. It cannot model drift because we are playing with retailers, brand. It cannot have an impact on the erosion. So, let me tell you what we do and how we define that. This is the brainpowa Rezolve Ai ethics score. We've got TraceWare. Now a common failure with AI agents is that it reports actions, but which never took place. Example, imagine an agent. agent is looking at a screen. It will go through the screen. It doesn't understand the order management. It doesn't understand a transaction. It might report an incorrect transaction, which never got placed.

Now what TraceWare does, it through logs, it rebuilds that journey and says that transaction happened and that transaction didn't happen. So, you have a maker and a shaker framework. Our TraceWare, our model runs between 99.5% to 100% accuracy on these sort of logs we check on the agent's journeys. It's important because you can build a model, but you need to check it, right? And then comes auditable AI. You've heard us talking about hallucination free and model drift, but we need that to benchmark it against. So, what we did was the platform of auditable AI gives the outputs against other language model outputs. And that's extremely important for us to be neutrally judged from anybody who is commercially engaged with us.

It gives the brands and the users a complete observability framework, a complete monitoring framework in what it intends to achieve. And AI behavior is something we are dealing with. It's human-like, but it's not a human being. So, we've got to be very, very careful in what we are deploying to these platforms across these -- across geographies. So, we have to -- we are very, very focused on what that does. Now we've been in the business for quite some time and something which we had built now has just taken off is any output of a catalog, image, video, audio of a PDP, we have a technology today which actually does the verification. That's Rezolve Provenance. Rezolve Provenance is exactly what it is. It embeds invisible watermark on an image or a video or an audio and a text. The future of PDP just got transformed.

And more importantly, if I take it offline, it can work on multiple form factors. So, we are a very, very deep tech company, and this has been my Founder, Chairman and CEO's vision. This has been the vision of my Chief Scientist and Chief AI Officer, Dr. Salman Ahmad, and some of these brilliant minds I get the pleasure and opportunity to work with. Now let me show you what's the most exciting part we are working towards. You heard Naga. You heard all our stacks on AI. Now imagine this. We grew up in a world of columnar and row-based databases. Then came the world of in-memory, the Cassandra, the HANA of the world. Today, which is the network, which is infinite scales in multimilliseconds is the blockchain. Imagine a catalog, 20 million catalog.

Imagine 100 million a day of transaction like the festive days. We used to hear and I used to grew up with database jokes, systems would be down. No. This is where the world is moving forward. The brainpowa's database as a service powers the future of catalog, the future of e-commerce transactions, the future of concurrency on a user on a cart. We disclosed it in our annual report. Dan mentioned it that we're going to make it commercial. It's almost there. We are going to now roll it out across. Across our stacks, which you saw is where we are championing database -- distributed database as a service. And we're always inventing. We're always inventing. We're always pioneering. That's our DNA.

Rezolve Ai Labs is one of our research divisions. We've got our teams across the globe right from here in the U.S., across various places in Europe. It is there in South America. And of course, it's in Asia. I run the team in India. being the group CTO as well. And every day working for Rezolve Ai is building, inventing and what my team calls all of us is problem-solving utopians. So that's the world we are building. Thank you for listening in. I'm going to hand it over to Elizabeth and Steve Perry and where we are going to have an engaging conversation. Over to you.

I'm Elizabeth, our EVP of the Americas. So nice to meet you. I'm so excited to be here. I started with Rezolve Ai in January. I have had the pleasure of working in technology for 2 decades. Please [ you all ] do the math. But I have had the opportunity to work in retail, consumer goods and financial services across the world. I've worked with Microsoft, Google, Oracle and many others. But I am very honored to be here today with Steve Perry. Steve Perry has been -- had the opportunity of sitting here with us. But for 25 years, he worked with Visa Europe as an incredible roles, Head of Strategy, Chief Financial Officer, COO, CEO and among many, the greatest successes have been 99% market share of debit payments in the U.K. We're spending debit cards were 3x credit cards, incredible.

He's also agreed terms with Apple Pay in Europe and leading the teams that rolled out Chip and PIN, which is insert your credit card and add your -- Is it a live mic? Okay, fabulous. And we're on. And also tap and pay, which here is called contactless. He's our Non-Exec Director of Rezolve Ai and on our Board. So, I'm just so honored you're here. Between us, we have close to 50 years in financial services and technology. Again, don't do the math. And in that time, we know that pay has changed, and it's been rebuilt. Again, contactless tap and pay, which they say in the U.K. and digital wallet, which now includes our face. It's absolutely been astounding what's happening.

This has changed how hundreds of millions of people behave at checkout. But the one thing that we know that hasn't changed is a card abandonment, 7 of 10 shoppers walk away from their cart. In the next 15 minutes, we're going to walk through why that is, what's broken and how we can do the shift. Steve, you have spent 25 years selling payment capabilities to retailers. What has changed over that time? And what are merchants looking at today?

That's a great question, Elizabeth. Everybody hear me okay? Those 25 years really take me back to the birth of e-commerce. And in that time, I have seen all sorts of friction -- layers of friction layered in the payment value chain. Those layers of friction have nevertheless left e-commerce growing at a fantastic rate. But what I'd like to reflect on is the extent to which it could have grown at a much accelerated rate had those layers of friction not been there. I guess at the time as one of the leaders in the industry, at least across Europe, there's a degree of culpability for the actions that we put in place. But at the time, they seemed right. So, what we've got are layers of friction, but a developing e-commerce economy.

What do merchants want? Well, they want that improved. What they actually want to see initially is an improvement in card abandonment, retain sales, obviously. The second thing they're looking for is integrated rewards and loyalty, not the kind of network that I created many years ago. And finally, what they need is control, control of the network, control of the system, and they need to be in a place whereby they own the customer relationship. And of course, it's to be profitable. That's, I think, what merchants are looking for given the development of e-commerce through the 3 phases that we saw Dan present at the very beginning.

No, I love that. I think can we break it down a little bit more? That North Star that the retailers have always been working on is reducing that card abandonment. And we know that's still at 70%. So, it's barely moved really. What is it about checkout process that's really broken today?

This is beginning to feel a little bit like therapy where I reflect on some of the potential misdemeanors that I'm now owning up to that at the time seemed to be the right things to do. So, one of the first misdemeanors was along with the rest of the industry and bankers to think about e-commerce as potentially the wild west of payments. And if we weren't careful, we were going to hemorrhage fraud across the board. So, it became a fantastic adventure in fraud management, and that's how we approached it. At the one extreme, 0 transactions means 0 fraud. I understand that we weren't that naive. We were after growth and we're after transactions.

But the endeavor to ensure that we kept fraud out of the system, which we did rather well, meant that we put layers of friction at every point, not least of which back in the day, yes, I'm that old, and you made me feel very old today compared to how I felt first thing this morning. The layers we put in about input in card numbers, addresses, CVV and all those wonderful things created friction, and that was the first problem. The second problem was the level of friction that retailers put in our way. They understandably created websites, e-commerce sites as if they were catalogs, as if it was their department store. Now I showed you a picture of my little puppy today, and I can go online and I can buy a color for my puppy.

It's really straightforward. I didn't show you a picture of a very old classic car that I've got that has no capability of Bluetooth or WiFi, but I want to play my Apple music in it. I need a cable. That kind of search is impossible. It's a layer of friction that means I don't do it. I actually ask somebody else to do it for me, which is sort of where we're going. So as part of my therapy, I see the need to actually remove those areas of friction.

That's a good point when you talk about friction. And when we look at the generations today, we know Generation Alpha are those kiddos that were born in 2010. Right now, that's $5 trillion in buyer opportunity in the next by 2029. And when you talk about them not having the patients for friction, that is true. They want instead of 7 clicks to close, they want 1. So, time is now really to be frictionless and to really close and to really work on that card abandonment. Now when we look at loyalty and the programs and how they encourage customers to return, can an improved payment experience really complement this effort? What are your thoughts on that, Steve?

Once again, the therapy is really helpful because having dealt with the concept of fraud as being 1 of the overarching drivers of payments in e-commerce that I was trying to address 20-odd years ago, having felt that we dealt with it, having left the retailer to design their own websites and search engines within that, we then turned our attention to loyalty and rewards. And what we did was to take a leaf out of the book of the merchants and retailers. How did they do it? They gave consumers once they filled the form in and sent it off by post, a piece of plastic that they would take out of the till in order to enjoy their loyalty points, all of which was fine whilst there were 2 or 3 merchants.

As that ballooned, and I remember my mother who's about a foot shorter than me, would flick out her wallet with all those pieces of plastic and she would enjoy loyalty at every point of sale. We tried to do that in e-commerce. And therefore, we layered a piece of friction that was problematic and had no link between that and the payment transaction process layer. So, again, we created a solution but created friction. And we told them poor all merchants, you take it or build your own.

No, that's a good point. And I think going back to what Michele said about loyalty as well is a one-stop and having those merchants really understand who's in front of them and how that works.

Indeed. But I think part of this whole -- and you'll enjoy this process of being it cathartic, this process of thinking about what might have gone wrong, you're in this positive space of putting things right. The third aspect of what I talked about beyond the reward piece and beyond the payment piece and the search engine is, of course, control. And retailers need and want to be in control of the process whilst remaining profitable. What can you say about that?

Yes, that's right. And actually, I think Naga landed that really well to say retail needs to own payments. And what does that look like now? I mean they don't have control. And having that hardware and that maintenance and the people overlay. I mean that's heavy lifting and upgrading all the time. When it doesn't have to be that hard. In fact, the answer is a platform that gives them control and part of that entire journey process. and it can be as easy as just turning it on. So, I think there's another way to look at it, and I'm excited to share -- we're excited to share more about what that looks like.

And that excitement comes from another step back into history. In the early 2000s, the invention and introduction of PayPal. If you think of what they did was essentially put an account on file, take my payment credentials, hold on to them safely, which meant that when I could shop, I would simply dip into that and take a layer of the friction out. That was very clever. That dealt with a piece of friction. It didn't deal with anything else in terms of rewards, in terms of control, but it did take a layer of friction out and e-commerce took a positive spike upwards, albeit for PayPal at a significant premium, way above the 2% to 3% that we've already had demonstrated as typical card charges today. But it does show that new technologies the elimination of friction leads to increased sales, and that's what the retailers were happy to pay for.

Absolutely. Retailers absolutely want more increased sales. I love that. And so far, we've talked about the retailers themselves, but we know the consumers are really important on this journey, too, and how they pay. And how do you actually get millions of people to do that, Steve? How do you share a bit of that with us?

Well, again, I'll go back in history, if I may, because that's where I spent most of my time, it would appear. The -- the concept of Chip and PIN, putting a chip on a payment card and then going to the point of sale and instead of signing and entering my 4-digit pin to authenticate myself, excuse me, was what we imported into Europe from Asia in the early 2000s. And in 2004, as the -- I'll give you the example of the U.K. as the market leader heading off towards that 99% market share in debit, I took a decision to think about creating Chip and PIN for the U.K. market, but in parallel with Mastercard and American Express, you've got to move the market in one go is what we thought.

So, that meant conversations with Mastercard, American Express, terminal manufacturers, the biggest retailers, the underground system, buses, oh, and I mustn't forget the retailers and the retailer associations as we often did, and 30 to 40 different banking institutions issuing those cards. It was estimated it cost $3 billion to move the U.K. market to Chip and PIN in 2004 prices. Multiply that across all of the markets, but we got the consumer on the journey. We don't face that issue now. First of all, we're not talking about a terminal infrastructure. We're talking about everything being digital. We're also talking about retailers who will go on the journey at their own pace.

But I would worry about those that delayed because the early mover, first-mover advantage is where this will deliver economic rent to the retailers. So, it's a very different environment, very different to what we saw historically, but I think it's absolutely achievable. And the best thing of all that I've heard is that a consumer need only enter reward pay once, and then they are mobile throughout e-commerce.

Absolutely. And if we put it all together, Steve, if we move ourselves to the future, what does it look like?

I'm feeling cathartic, which is the first thing, which is wonderful. The second thing is I see e-commerce as being as simple as breathing, by which I mean none of us today think of their breath. I've had a little bit of a cough at the back, and I've been thinking a little bit about my breath. But fundamentally, you never think about your breath. The future of e-commerce for me is I never think in the future about the payment because it's going to happen. I never think about, am I going to get the reward because it's going to happen. All I think about is navigating the search engine that gets me the blue suit, a Tuscany for the wedding.

That's the only thing on my mind. It's the transaction. It's the enjoyment. It's the digital goods that I'm buying. The rest of it is my breath. I'll only ever think about it as breath if I'm sitting here today on the stage and I get a text that says, thank you for buying a surfboard on Banzai Beach, and then I might have a sharp intake of breath. But fundamentally, that's what the future looks like when my friends, my family and I just think of e-commerce as breathing.

I love that. And obviously, the retailers owning payments and the consumers having one click and done. So, I think the combo is fantastic and here now to stay. absolutely. Thank you so much, Steve. It's been quite an honor. We want to thank all of you in the audience and those of you online, we really appreciate you spending time with us. We're going to come back. We're going to take a short break. So, we welcome you to join, to welcome some refreshments, to have some refreshments. We have some live demos outside. So, please feel free to enjoy that experience. We'll be back at 11:45 to continue. So, thank you, everybody. Thank you Steve.

[break]

Welcome back to Rezolve's Investor Day at NASDAQ.

[Operator Instructions]

And I'd like to introduce and welcome to the stage Howe Gu, our Group SVP Customer and Partners and 2 valued Rezolve Partners, Kimberly McKinley from Microsoft and Saurabh Atri from TCS.

All right. Welcome back. Good morning, still morning, so maybe a little bit after morning. Well, thank you again for the time and coming back and joining us. A quick introduction to myself, as Urmee mentioned, SVP of Customers and Partners, which means I have the privilege of serving and supporting the 1,000-plus customers that Rezolve AI currently supports, but it also means that I get to work with the amazing partners like Microsoft and TCS and building out our partner ecosystem and allowing us to scale through partners. And so this includes our cloud hyperscaler partnerships, our consultancies and GSI partnerships, our ISVs and payment provider partnerships all that, kind of, fits under that umbrella.

So very excited today to have 2 of our amazing partners. First, we have Kimberly from Microsoft, Senior Director of Microsoft's Frontier Company. She works with the Microsoft's more strategic Fortune 500 customers, advising them on AI-led transformation and then we have Saurabh, who leads TCS' retail and consumer goods East region. And then formerly, I believe you led the go-to-market team for TCS as well. So super happy to have you both here today. So we got some -- over the next 15 minutes, we got some hard-hitting questions where we're going to grill them a little bit in terms of how they're working with Rezolve. And I think it's really great to have Kimberly from Microsoft and Saurabh from TCS because it's actually 2 different dimensions of kind of the technology landscape.

On one side, you have Microsoft who see some of the most exciting frontier capabilities and technologies and how that fits into the market today and what are the trends we're seeing. On the other side, you have Saurabh from TCS who is looking at how do we actually get these technologies live in the hands of our customers and actually creating value. And so I think across those 2 dimensions, those 2 lenses, you really get a great sense of, number one, how is Rezolve positioned in the eyes of our partners. But then how do we actually exist and land in our customers' technology ecosystem as well?

So Kimberly, I'm going to start with you. Almost daily, we are seeing new innovations in AI, like literally every day, new models, new protocols, new consumer AIs that are coming out and the hot topic, the hot topic today, of course, is agentic commerce and -- which, again, have kind of shifted and disrupted how brands and merchants are thinking about the technology and how they respond to that. Some of them are moving quickly. Some of them are a bit of deer in the headlights. How do you see the commerce industry preparing for the agentic world?

Okay. Sure. So it is a very exciting time. The technology is changing daily, including what I get to use at work. It's challenging just to keep up with everything. When I think about commerce and particularly the agentic piece of it, commerce is really everywhere. So we talk about retailers and brands, but think about anything where you transact any business from a bank or the drugstore, anything like that. And so when I talk to my customers about it and I see what they're -- how they're preparing, it's really 3 ways. Okay. So the first thing is you really kind of have to look yourself in the mirror and say, "Is this a journey that my customer is realistically ready to go on? And how do I know that?"

The second thing that everyone needs to do is get your data ready. And then the third is build that semantic layer. So we're going to see some folks move faster in this space. If you're a true luxury brand, shopping with an agent is maybe not the first way that your customer wants to interact with you. Something where you can save time and really cut out a lot of that friction that we heard about in the last session. Those are really the more ready cases. But either way, everyone needs to get their data ready.

So what does that mean? It means thinking about we've got all of this data now, but what does it mean? How can you connect to that customer journey with your data? It doesn't just mean unifying it. It means really thinking about your brand's machine-ready attributes for your products, all your rich brand history, bringing that together. And then the third is the orchestration in that semantic layer. So again, this isn't just unifying the data. It's how can you take everything that you've just readied with all of your brand history, the -- all your product attributes, tie it to pricing, promotion, fulfillment and then move it along that seamless customer journey that's ready for agentic commerce.

I love that. Thank you. Second question, Microsoft is an absolute titan in the tech industry, literally for decades now. In the last 3 months, I think it added about $1 trillion in market value. Very glad I kept my Microsoft stocks. And its cloud and AI technologies power the majority of Fortune 500 companies. You guys have the engineering, the development, the go-to-market resources to really go into any market, any industry vertical that you really wanted to.

So I guess my question is, why partner with Rezolve AI? Why is this partnership valuable to you? And how do we complement the conversations you're having with the customers and our joint go-to-market strategy?

Sure. Absolutely. So sort of to the point you already made, it's really we complement one another. And that's why we -- together, we have this great go-to-market. So like you said, Microsoft brings the platform, the cloud and the AI. And so we're an LLM-agnostic platform and we also have Foundry as well. So developers at our mutual customers can build on Foundry with -- alongside of us. But what Rezolve AI is bringing is that commerce specialization. And so when we bring that in and especially now, I love what I've seen so far today is really telling that end-to-end story of commerce, and I saw my entire retail life flash before me in the last time when I was thinking about how far we've come since the early 2000s when I started my career as a merchant. But it's really, kind of, the commerce specialization plus that enterprise-level, governed infrastructure, cloud and AI that we can do together.

I love that. And I think one of the common things that, for me, coming from Microsoft and now joining Rezolve is that the common theme around trust, right?

Yes.

And that is so critical and so key. I mean, I think the cliche is that no CIO gets fired for buying Microsoft, right, or hiring Microsoft? And I think that common focus around building the trust layer, the ethics, the governance, the transparency, the auditability, especially in the AI world is so, so important. And I think this is one of the things why we're so excited about the partnership is because we are both so grounded on that common theme of trust.

Absolutely.

Yes. Saurabh, I'm going to switch over to you. Obviously, getting the technology right is one thing. It's often harder to actually get into the hands of enterprise. And I would argue it's even harder to actually capture value from that, right? I think everybody's kind of seen that statistic, that McKinsey statistic of 70% of digital transformations fail, I think, is even higher now with AI transformation. So for you, someone like you has obviously seen a lot of these transformation programs and probably been involved yourself. What are some of the pitfalls that you see on a daily basis? And how have you overcome them through the way that you deliver these type of projects?

Thanks. So technology comes second to the point of sounding contrarian. When we see a successful projects, what differentiates them is they are not seen as technology products. They are seen as business projects. I'll give an example on searchability and the conversion. We were working with a leading furniture and home improvement customer. And we were talking about how can we increase supply chain conversion, how can we increase -- how can we decrease the customer bounces and all that stuff. But when we were talking to the CEO, he said, "Look, what I want is the conversion ratio, which today is at 1.1. I want it to go at 1.7 in the next 6 months." When we are working with the business KPI as the North Star, I think everything else comes together. This is the single most understated learning that we have seen. So have the business KPI first. What is it that the customer wants?

And then start with the technology as step #2. So this is pretty much what we have learned in our experience when we are working with the customers. I also wanted to touch upon the conversion angle today. A simple example. When I was searching for a gift for my 7-year-old around 2 days back. So she's just a big fan of Peppa. And I was looking specifically at what kind of ceramic utensils I can buy on Peppa and not to disappoint my 17-month-old son on also George Pig. And goodness me, when I'm searching at all the leading retailers, the search results are not what the consumer wants. And I think that is where Rezolve fits very uniquely in solving that specific problem for the consumer.

I love that. And I think it's -- I think you said it really well in terms of not starting with technology, but really starting with the use case, the problem we're trying to solve, what is the measure of success and then kind of work backwards from that. And I think we often talk about it, but actually putting into practice is often a lot harder it seems, getting in front of the right stakeholders, making sure that there's alignment and agreement across the stakeholders so that we're actually delivering business value, and we're actually measuring the right things once the technology gets implemented, so 100% agree.

Second question for you. Rezolve AI's agentic commerce solutions are now installed in several TCS' Pace Port innovation centers, which means that TCS advisers and consultants are now using these solutions to essentially inspire customers that come to these Pace Port offices and show them how these technologies can transform business and create business value. Obviously, there's a lot of AI solutions out there, right? There's -- and there's a lot of companies that claim and say they do a lot of things probably similar to us.

And so I guess for TCS, we've had a big press release recently. But what made Rezolve AI something TCS was comfortable in showcasing to customers because you guys are trusted advisers to your customers. And why you guys chose it as kind of a frontier AI solution to actually put into your Pace Port innovation centers. And sorry, I know there's a lot of questions I am throwing at you. But any current feedback or responses from the customers on these types of solutions?

So I would like to start with the initial part of the question on why did TCS chose Rezolve to be showcased at the Pace Port hubs. So for the audience, Pace Port hubs, think of it like the innovation hubs wherein we co-curate with our customers, some of the solutions together because each customer is kind of at least that's what they will tell you, but we also believe that. Now there are 3 things with Rezolve specifically that came out. Number one was, like Kim alluded to earlier, without data, a lot of the AI projects are having a big risk. So Rezolve works not only with the customer data, but also it has retail-specific algorithms to solve some of the commerce and agentic commerce issues that the consumers are looking to solve. So the specificity of retail and also the ability to work with the consumer or retail-specific data.

The second thing is traceability. There are a lot of questions today, which are coming in from the customers around, "I want to know how did the agent make that decision? How can I trace it back?" Rezolve gives that. And the third thing is the plug and play. Rezolve is not there -- and this is also a concern from the consumer. Is this tool going to replace my tech stack? So Rezolve is not a rip-and-replace, kind of, technology. It sits on the ecosystem that the customer may have, the tech stack that they have and works on the investments that are already in there. So I think these are the 3 things that we found, which are interesting for Rezolve.

And to your other question on what are we seeing from the customer side? There is a lot of work which is happening today. I think it all depends on the maturity of the customer, where are they with data today? Where are they with their technology stack today? What we are seeing is a common thread is a lot of customers are building their own AI COEs. I think this is something that we are seeing. And as part of the AI COE and also the agentic work that Kim mentioned earlier, we are seeing a big interest in that whole conversion aspect, that whole discoverability aspect, how do I improve the discoverability and conversion of the consumers coming in the website. And this is where we are seeing interest in Rezolve.

Instead of searching, give me Peppa Pig merchandise, the ability to interact with the agent and understand what consumer is really looking for and giving those specific recommendations and not just recommendations, but completing the whole transaction loop with payment and everything. I think this is what our customers are finding interesting with Rezolve and some of them are also looking to drive pilots and point of values.

Got it. I mean if I can almost summarize some of that. I mean, some of the things I heard is, I think the specificity, right, the focus around retail, around commerce, and how we've had that laser focus around solving problems in this specific vertical in the space is obviously very important. I think you both mentioned that. Again, Saurabh, you mentioned around having the traceability of the governance, which ultimately goes down to what we're talking about earlier around trust, right? And how do we make sure that companies now, especially now, where there's AI proliferation is so common that my IP, my customers, my data is not getting lost or is being leveraged for someone else's business outcomes or business goals. And of course, being very clear in terms of what the problems and what the business you want to solve. So I appreciate you guys kind of highlighting some of those key themes. So thank you.

Now to close, I'm going to ask a question to both of you. And because we're doing a lot together with Microsoft, we've -- just even the last year that I've been in this role, we've launched our proprietary models on Foundry. We've done joint go-to marketing events like Shoptalk and NRF. We've worked on customers together. But clearly, I am very excited. But what are you, Kimberly, most excited about the partnership and kind of what's ahead for us.

Sure. That's an easy one. So I think along with everything that we talked about, really, the -- there is a lot of interest. Most retailers and brands know that we've sort of created I'm going to call -- it's sort of like a shopping nightmare, right? Like on e-comm now, it's just sort, filter, all of this, and the consumer is really ready for goal-based shopping. I have -- I think Keith said it earlier, "I have a wedding in Tuscany. What should I wear?"

And what I'm really excited about is that we've -- we're seeing the customer interest in the market and that Rezolve has the -- that brings that commerce specialization and can bring it to our platform so that we can go to market together and really come and have meaningful conversations and implementations ultimately with these enterprises that really do desperately need to reinvent their online shopping experience.

And similarly for you, Saurabh, we've done a lot together as well. Obviously, we had the big press release around the partnership. We've done a lot of enablement sessions with your teams globally. Now we've trained up many of your folks. We've kind of deployed some of our solutions at Pace Port. Again, very excited. But same question to you. What are you excited about in terms of the partnership and kind of what's to come?

Right time and right partnership and the right strategy. I think this is what comes to my mind at Rezolve. Like Kim mentioned, we are at the cusp of a big transformation, Agentic Commerce, the whole Gen AI strategy and narrative. I think we did not have a lot of technology to solve some of the problems that we are talking about 5, 10 years back.

But today and at least for the foreseeable future, a lot of companies are going to invest big time in their Agentic and AI capabilities. And I believe specifically for retail, I think Rezolve holds a great promise in terms of bringing that specificity from the retail domain. We are seeing a lot of Gen AI products disrupting what we call as the horizontal streams.

So think about AI in SDLC, coding and all. But when it comes to the retail specificity, I think Rezolve fits the bill really well in solving some of the business problems around merchandising conversion, commerce. So I think this is going to be very interesting.

Amazing. Well, Kimberly, Saurabh, I just want to say thank you so much for your time today. Really appreciate it. I think it was super valuable for us to kind of hear your thoughts, your perspectives around the partnership and things we're working on together today and hopefully, in the weeks and months and years ahead as well. I will now pass it over to Arthur and Kate, who's going to talk a little bit about Rezolve's finances.

Well, thanks, Howe. Thanks, Kimberly. Thanks, Saurabh. It's great for you guys to come in. Look, let me see. Okay. Well, good afternoon, everybody, and thank you for staying with us. It's been a great morning, hopefully. I think it's great to see the amount of turnout from everybody and the fact that you guys are staying.

But my name is Arthur Yao. I'm the Chief Operating and Financial Officer; and with me is Kate Gusin, who's our Deputy CFO. She's also the CFO of our Rezolve Reward business.

We spent this morning discussing the market opportunities, the products, our partners and our technology. This Investor Day is really for our investors, analysts, partners to really get to know the rest of the Rezolve leadership team. Some of you may probably know Dan and myself, but this is probably the first time you started to engage with Laurence, Michele and David, Sauvik, James, Kate, I think these are the people that really does the hard work that delivers these results.

So we have this amazing team behind us that you guys probably have heard about, but never seen. So I think this is a great chance for you to be able to meet with these individuals, talk to them, engage with them and Ms. Naga as well. So again, this is the team that really has really created and be able to deliver the results that what Kate and I are going to do is just represent the results that they have delivered to, okay? So we don't actually do the hard work. We just consolidate all the hard work that's been done, okay?

So this afternoon, Kate, I'm going to go show you 3 things. What have we built today? What it earns and how do we get this business to profitability, okay? So let me begin with a journey, okay? Because I think some of you have been with us and some investors that was just for the first time meeting was telling us they've been with us for a year, 2 years. So this journey started -- when we started 2025, we have very little revenue. And in the first half, we basically delivered $6.3 million. And in the second half, $40.5 million. So for the total year in 2025, we had $46.8 million.

And then in just the 90 days, that's the first quarter of this year, we delivered $60 million, which is more than we delivered the entirety of last year. And in the first half, we delivered $130.8 million, which is almost a 2,000% year-over-year growth, right? So we started in 2025 with limited revenue and a very unique technology with 30-plus patents. And we set out to build this hypergrowth company. And I think a lot of you may have heard, we're going to exit $100 million ARR, then became $150 million ARR, then $200 million ARR.

So we had a vision for this business of creating this hypergrowth company. And in the last 18 months, we've delivered on this promise, right? So by these numbers alone, you'll see that. So our customer base have gone from a little over 100 to now over 1,000. We have built a distribution network with Microsoft, Google, TCS and Tech Mahindra and now Mastercard that we just announced.

And what we have done is we've created this revenue at this order on sitting on this base of installed base of 10% growth is really an operating platform. And the last 2 years was really about building this platform, okay? So now it is the foundation of what we call winning the enterprise.

So we have this set of customers that we really need to land -- we've landed. Now we need to expand and deepen. So deepening a relationship cost us only a fraction of what it takes to win it. So now the opportunity is in front of us to really capitalize on these 1,000-plus customers to really deepen and expand and take forward our entire tech stack.

Now I'm going to turn to Kate to discuss the number in detail.

Thank you, Arthur. I think I'm double mic. Hi, everyone. I'm Kate Gus, and I spent about half of the last 20 years working with large global businesses and helping them scale multinationally. I wanted to go a little bit behind the headline numbers that you're all probably familiar with and really tell a story of the headline versus underlying numbers because they're the 2 halves of the same story.

So the key numbers that I want you to remember from this page. Number one, the H1 2026 GP of $63.9 million versus the GP for the same period in 2025 of $6 million. The other number I want you to remember is the reported operating loss. So if you scroll through 181 pages of the SEC filing, you will see the operating loss of $128.1 million.

However, the number I really want you to remember is the H1 2026 adjusted EBITDA of negative $32.6 million, right? And by the way, as a reminder, for 2025, that number was negative $17.7 million. What is behind this reported loss, which seems very high.

Well, actually, $41.5 million of it is share-based compensation. And you know how you are able to meet and hear from so many talented people here this morning because of the share-based compensation because that's how companies of our size can attract the type of talent that we attract.

The other number that's part of this loss is $20.4 million of depreciation and amortization. I want you to know and remember that neither one of these metrics takes a single penny out of the business, meaning this does not -- it's not cash, it does not decrease our profitability.

I think that's an important point to remember as we think about how did we scale as a business, right? The other thing that my adjusted EBITDA number doesn't include are the costs that are associated with putting this enterprise together. That includes the fundraising fees, the costs that go with completing M&A processes, litigation settlements, acquisition integrations.

We're an acquisitive business, office moves and removal of duplicative roles. All of these things are finite and they're onetime. They do not represent the recurring business that we run every day. So as a result, I want you to remember the adjusted EBITDA margin of negative $24.9 million. I want to point out that, that is already 256 percentage points better than the same adjusted EBITDA margin that we reported in H1 of 2025. Please remember this number -- because I will come back to it in a little bit as we proceed.

So while the loss, the adjusted EBITDA loss in absolute dollars is bigger than what it was a year ago as a percent of revenue, it is tremendously more narrow. And that's how a business of this scale is going to grow, right? This is exactly the trajectory that you expect and you probably want when you're looking at a scaling business of our size.

We are growing our revenues against a stabilizing and largely fixed cost base. There are a few points on the balance sheet that I actually wanted to touch upon. Number one is that by the time we exited June 2026, we had $100.5 million of cash, including some restricted cash. The reason we call out that number is because I cannot use all of it right away towards my full operating model.

I still use it towards some of my operations, but there is a restricted limitation to what I can do with this cash. The other bit that I wanted to touch upon on the balance sheet is actually the share buyback program. And this is an important point. We're a NASDAQ-listed company and in all the U.S. listed companies, if you want to do a share buyback, well, frankly, you just do a share buyback.

However, we are a scaling enterprise global business stabilizing and growing our presence in the U.S. However, as far as the regulators are concerned, we're an Englishman in New York. And as a result, I have to abide by the laws of the United Kingdom, where I need to declare and get approval from the regulatory agencies and the court that if I want to do a share buyback program, it has to be approved. You probably saw this morning, it was approved by the court.

So now if we choose to do a share buyback in the next period, if the market conditions are favorable, now we can do so. It doesn't mean that we will do it, but this gives us the ability to do it if we so desire.

As of right now, we don't have these plans, but we wanted -- as we scale, we wanted to have multiple ways of addressing the market when we need to. I'm going to hand it back to Arthur to talk about how we came together.

Thank you, Kate. It is worth for us to sort of look at from our business from the outside. We actually -- instead of just us talking about ourselves, we have a lot of the analysts actually who cover us in the room here today. So we have 6 analysts that cover us and all of which gives us buy or a strong buy rating with an average price around $10 a share. So this really shows that there is a market confidence in our overall business.

So -- but before we talk about turning to profitability, I want to set out where our business stands today. We really spent the last 2 years building the core assets for our growth. So we have built a go-to-market organization where -- and I've talked about this in some of the other discussions, where we've hired a set of sales marketing and some of the leaders here today as part of that -- those hiring. We train, we're in market, we're in field a go-to-market organization. We have 4 or 5 of the largest hyperscalers in the world as partners as distribution partners for us. We have the service partners that we're looking to transition a lot of our lower-margin business into.

So therefore, we can focus on our core SaaS revenue. We have a more than 1,000 enterprise customers as our installed base, where it's really about land, expand and deepen. And we have created this agentic infrastructure layer to support our entire product stack. And this agentic layer, which has only recently started to potentially look at opportunities to license -- so we really have created this huge asset set, okay, that took the last 2 years of building so that we -- therefore, we can grow at this with a high-growth company as well as being a profitable company because we've had invested heavily to build these assets in the last 2 years, okay?

So with this in place, I'll let Kate talk about our path to profitability, which is critical for how we will need to become a profitable business, okay?

Thank you, Arthur. Can you guys hear me without the -- all right. So as a lot of you probably have seen, we've announced a few weeks ago our path to get to profitable operations. So what I'm going to address today is how we're planning to get there. As you probably all know, there are 2 levers that any company has at its disposal to get to profitability.

Lever number one, gross margin, and that is what do we sell. Lever number two, operating cost, how efficiently we sell it. These are different parts of the income statement, but they actually lead us to the same place, and that place is profitability. So I'm going to start by talking about lever #1, which is gross margin.

Our current gross margin is at 48.9%. And those of you who cover software probably will say, "Hey, that's low." Well, actually, we're, at the moment, much more than just a pure software business. We've acquired Reward in February 2029. Reward is a loyalty business that carries structurally lower margins at the gross profit level.

And we're also a professional services organization. We have 700 people who are currently preparing customer catalogs that also inherently carries a lower margin in its structure. Our cost for software margin, however, is at 90% or above. And this revenue mix is actually moving in the favorable direction for us in the coming months and in the coming years.

As we sell more software, as we realize more recurring platform and licensing fees, result margin starts to rise. As these services become a larger share of the total product suite, again, the blended margin again goes up. In addition, and this is important, and you've heard from TCS, who is one of our key partners.

Our services organization is moving to our partnerships and integrations. Our partners are going to start driving implementations while we will supply the technology. That's a structural margin improvement for the long term.

Now I'm going to talk about lever #2, and that is operating cost efficiencies, which we've announced a few weeks ago. What that means is that we're not going to stop investing, but it means that we're going to start focusing on duplicating -- on removing some of our duplicating and underused assets and spend.

Once that is fully implemented, we expect circa $60 million of annualized benefit to our P&L. How are we going to get to some of these initiatives that we hope drive this? Number one, it's going to be around cloud and tech capacity. Number two, we're going to get rid of some of the duplication from the acquisitions that we've made. I already talked about office and surplus space.

We're going to focus on ROI-based marketing. Our customers, retail is looking for ROI-based marketing. Well, guess what, we're going to look to get the same. And again, we're going to be more selective about the future acquisitions that we make.

As we pursue these actions, we also expect that our one-off costs are going to start falling away, such as fundraising fees, litigation settlements, integration fees, restructuring costs, these are real costs, but they're not part of my recurring ongoing spend. These are the real costs that are finite, and we expect them to start decreasing.

When we bring the 2 levers together, we get to a rising gross margin and we get to falling operating leverage. Where do they meet? They meet at an improving adjusted EBITDA and breakeven profitability. So coming back to 24.9% of adjusted EBITDA margin. The actions I just described close the gap. And over the next 12 months, we expect to get to breakeven adjusted EBITDA, so an improvement of 24.9% margin by the time we exit H1 2027.

These actions are actually going to set us on a path towards recurring operating cash outflows in the vicinity of circa $20 million in the second half of 2027. I want to reinforce, and this is important, that this plan, this profitability plan does not, in any way, jeopardize or implicate our investment for growth. We will continue investing in RezolvePay, Rezolve Reward, brainpowa, underlying infrastructure, Rezolve Insight and Rezolve Commerce.

So to reiterate everything that I've just said, right, our GP optimization and our decrease in operational cost initiatives help us to compound our fifth priority, which is Rezolve margin. We're scaling and becoming more profitable. It's profitable revenue against optimized fixed cost base.

Each incremental deployment, and this is important, each incremental deployment that we do, it's going to cost us less than the prior one. And that is how we're going to optimize our operating leverage.

I'm going to hand it back to Arthur to bring it all together for us.

Okay. Wow, okay. Thank you. So we're nearing the end. Okay. So let me bring it all together for today's whole session. In the last 18 months, we went from $6 million in the first half of 2025 to $130.8 million in the first half of 2026 from 100 enterprise customers to well over 1,000 and onto one platform that's distributed by 5 of the largest technology companies on the planet.

I want to reiterate the $60 million annual cost reduction that we have set out because this is a very important action that we're taking. And it is based upon a lot of deep analysis of our organization. And to achieve that, I'll reiterate what Kate said. We have to achieve the synergies from all the different acquisitions that we have acquired. To optimize our cloud costs because of some of those acquisitions as well, consolidate offices, which we've already started doing in London and certain other places, reduce our legal and acquiring fees. And then as we -- as she said, focus on high ROI marketing.

And these 5 areas are actually all within our control and therefore -- and we've already are executing in many of those areas already. And that will then result in an adjusted EBITDA positive exiting first half of 2027. We have proven that we have the ability to build a hypergrowth company.

Now we're going to prove to you that we can build a profitable growth company. The expensive part of building this company is behind us and the most valuable part is in the future. So with that, thank you, everybody, for coming, and we're going to go to Q&A next.

Urmee, do we want all the speakers to come up? Can all the speakers come up? And then we're going to -- Urmee is going to ask us questions randomly wherever. And then whoever -- we'll give the mic to whoever needs to answer, okay?

Okay. We'll move now to questions from investors. From George [Indiscernible], what strategies are being used and since when to prevent cash burn?

Who's the question for? Tell who is going to answer that question.

Dan or Arthur.

Okay. So will you repeat the question again?

What strategies are being used and since when to prevent cash burn?

Well, we've always been very capital efficient in terms of our management. I think our focus, as I said in my statements, is we're really trying to prove that we can grow. We had a very hyper growth strategy, which a lot of analysts and investors did not believe. We had to reiterate that time and time again. And then now we're delivering to it.

And I think part of this $60 million reduction is to focus on now moving to a path to profitability because we don't expect to need to raise capital to fund our recurring business. So these one-offs will continue to happen because we're going to continue to do acquisition. We're going to continue to do marketing. We're going to continue to grow our business, but now we need to be in a profitable, high-growth business, not just a high growth only.

[Indiscernible] What is the expected revenue growth rate over the next few years? Which channels are expected to contribute most to medium- and long-term growth?

You don't want to answer anything. Well, look, obviously, we have not stated what our growth rate is of a public announcement standpoint. We are going to still continue at a high growth rate because we are an AI company. I mean we are not building a professional service company. We're not building other types of businesses. We are building an AI-first company, and we have everything, all the assets that we have for that growth.

So I don't want to give you a percentage, but we will continue to be a high-growth company, and we'll invest in that way, okay?

Stephen Richard, will these share repurchases result in a genuine net reduction in outstanding share count? Or will the bought back shares primarily be used to offset future dilution from employee stock options and long-term incentive plans?

Well, so the share buyback is a deliberate, focused effort to reduce the free float of the company, which we believe is largely held in retail hands. And we are looking to do 2 things to achieve a different profile of our investor base. The first is to make sure that we are represented by institutional holders, long holders who buy into the long-term vision of the business.

What we've been telling you all today and have outlined to you in the various sessions is that we put down all the foundations to build a market-leading business in the area of agentic commerce and indeed, other agentic verticals that we may enter into in the future because we own the underlying core infrastructure as well as the products that sit on top.

And we came to market as a SPAC, which was not a good journey and one that I would not like to repeat again. And as we landed as a public company in August of 2024, we had no interest in anybody buying our stock. And so the journey from that point to today has been very progressive.

We've generated significant revenues. We've grown to a substantial business. We see very high volume of trading in our stock. But there's one caveat to that, which is that the stock is traded primarily by day traders, retail investors who are influenced by sentiment more than the long-haul institutions, we believe, would be.

So we are focused now that we've achieved so much, laid down the foundations, created a sustainable long-term vision for the business, which is endorsed by major partners, Mastercard being the most recent, we believe that we can now credibly sit in front of long-term institutional investors and pull our case to them to buy stock in the market. We'd like them to soak up stock that's already in the market alongside our buyback program.

So that is our intention. That is our focus plan in the capital markets.

Some questions from Kimber Sterling. The Monroe facility has approximately GBP 104 million outstanding and matures December 31, 2026. What is the current refinancing plan? And how do you expect it to be resolved without material equity dilution?

So we have -- that's a very good question. We have an extraordinary amount of demand to provide capital to this company. A lot of that demand is focused on buying equity from the company, and we are reluctant to do that given the current -- what we believe to be undervalued share price. We have other options of other structures, financing structures that are non-dilutive, and we are exploring those and evaluating those. We are not in the least bit concerned that the Monroe debt will be...

So we have a plan to take care of it, and that's why we have a structure in place already. We haven't announced it. That's why it's not in the public domain, but we will announce it once we execute it.

Yes, lots of options.

[Indiscernible] Emmanuel, you've positioned Rezolve as infrastructure for emerging agentic economy rather than simply another AI commerce application. Given that AI agents will ultimately sit between consumers and merchants, what do you believe will become the strongest long-term moat around Rezolve's position in that transaction layer?

And specifically, what measurable milestones should investors watch over the next 12 to 24 months to determine whether Rezolve is becoming genuinely difficult for merchants, AI platforms and payment networks to displace?

Well, there's a number of people on this panel who could answer that. Sauvik and Naga both to do so.

Could you repeat the question?

You positioned Rezolve as infrastructure for the emerging agentic economy rather than simply another AI commerce application. Given that AI agents will ultimately sit between consumers and merchants, what do you believe will become the strongest long-term moat around Rezolve's position in that transaction layer? And specifically, what measurable milestones should investors watch out for the next 12 to 24 months to determine whether Rezolve is becoming genuinely difficult for merchants, AI platforms and payment networks to displace?

Absolutely. So all the excitement around consumer AI is real. I'm a power user of agentic tools and Muse and Dots. I'm looking forward to it. And it's going to accelerate more faster than we have ever seen. And what that means for the merchant is that previously, merchants used to run retail stores that has changed to an online store.

Now it's become an AI agent e commerce play. But it still haven't -- it doesn't mean that it kills the need for the merchants to do merchanting. And so what I mean by that is we sit on the merchant side, helping merchants adopt to every new channel and helping them sell more to AI agents for the new buyers, for the AI agents and as well as we have been doing for the e-commerce world.

So that's how I see how our role evolves in the agentic space.

Yes. I'm going to add to what Naga said. So there are 3 ways we look at it. One, to be ahead of the curve is where we are standing. What we thought years back is where we have built today. So we will be ahead of the curve. What we are thinking, we are not disclosing that, is going to always be ahead of the curve in specifically in retail. The portfolio what you saw is the discoverability in terms of the funnel checkout, the lower funnel and then with entire reward and loyalty and then again, the data insight.

So this entire flywheel is the key differentiator, not a pocket or a product. And the third part where moat will right is primarily understanding this industry as less is more playbook and then we expand and grow accordingly. So we want to be champions of this industry with our tech stack and then we expand. So that's what the moat will be cut down to.

A question from Thomas Ford. How are Rezolve's Agentic commerce efforts similar to and different from Meta platforms offering consumers with Muse?

It's completely different. So the Meta Platforms Muse, which is a great agent, is a consumer service designed to carry out tasks as an AI assistant. Rezolve sits on the other side. We sit on the merchant side. In fact, it was being demonstrated out here today in terms of RezolvePay.

But the agents that we sit that sit on the merchant side interact with these agents when they arrive, help navigate -- help those agents navigate more effectively on behalf of their end consumer, the merchants catalog, the merchants inventory and so on.

Without our agent on the merchant side, these agents simply arrive and try to replicate navigating around the screen with a mouse and adding to cart. With our agent on the other side, there is a proper conversation being had between our technology agent and the agent that's arriving, whether it's Muse or Dots or any of the AI systems.

Can you provide your current thoughts on your strategic M&A strategy, including your decision tree on building versus buying?

On the decision tree on...

Building versus buying?

Well, so...

Again, we always -- acquisition is always part of our strategy, but it's not our only strategy. Again, we've said multiple times, we have 3 paths to market: acquisitions, partnerships and organic growth. We have the organic growth sales team built and operating. We have 5 global partners that's helping us sell. And we're going to be continuing to acquire companies that make sense.

We are continuing to roll up search companies, but we also have announced that we are looking at Commerce.com. So there are many targets in our pipeline and will be continually part of our growth strategy.

Brian Kisinger, RezolvePay is eliminating transaction fees. With that in mind, why does someone like Mastercard want to work with Rezolve? What is the benefit to them?

So we work with Mastercard across a couple of the business units. One is in the area of reward where we work with them to provide insight to their customers and to service our offers from retail brands that we -- that are our customers. And in the case of the one we announced yesterday, we are helping to provide innovation to the banks that they serve through our Agentic capabilities.

It's a huge endorsement of our capability set and Mastercard's endorsement of it and their resale of our solutions into customer -- into banks and other of their customers validates the fact that we believe we're one of the only game or if not the only game in town that has looked at the journey from start, i.e., from discovery all the way through to payment, all the way through to repeat, reward loyalty and data and then back through that funnel again, which we've repeated a number of times today.

I don't believe there's anybody else out there doing this. I think everyone is talking the talk and no one's walking the walk. I think we're the only game in town. And that may be because we started this journey 10 years ago. So we're 10 years ahead of the game or if not 10 years, 9 years or if not 9, 8, but certainly many years. And we have that significant competitive advantage that we are looking to make sure we capitalize on.

One of the things that you can't afford to do as a pioneer is allow everybody else to come and shoot you in the back. We are going to make sure that through our momentum and our growth in the 3 channels that Arthur just talked about, organic, distribution partners and acquisition that we maintain our market leadership position and build on it.

Last question from Brian Kisinger. There is wide concern regarding rogue agents. How does your technology help address this concern and protect merchants?

As I explained, the ability for a platform like us to ring-fence when you deploy has the underlying tech stack, which comes with its observability its ability to trace and its ability to audit.

So what it actually does is the technology or the agentic layer, which Rezolve deploys is constantly monitored, it's constantly observed and it's constantly being defended in the realms of the brand. So in that parlance, the Rogue agents will require ethical and governance AI deployed by Rezolve. To answer to Rogue, you need ethics and compliance and security and observability, which are the foundations which we have been put in place.

And in addition to our suite of accountability tools, which can be deployed, by the way, by any LLM partner, they can use our Traceware, they can use our accountability AI -- Auditable Ai rather, and our other tools. The actual language model that we've built has the inherent defensibility of being anti-hallucinatory. And we have built that with numerous unique IP that took us many, many years to perfect.

And that fundamentally brainpowa, our language model, which we believe outperforms every other model on the market in terms of reliability is the tenet. It's the foundational tenet that allows us both to offer the products and services in retail and consumer without human oversight, but also allows us ultimately, over time, to offer that capability set into other strategic verticals, construction, engineering, aerospace and other verticals that we're not in today that we may move into in the future.

And I leave on to closing remarks from the CEO.

Okay. So I'm back on again to it all together. So I want to thank you all for joining us today here at Nasdaq and online and for the questions that you put to us. Consumers are changing the way they shop, and they're doing it at speed. They hand the search, the comparison and increasingly the purchase itself to an AI assistant. They ask a question, they receive a shortlist and they trust it.

By 2030, agents acting on a shopper's behalf could orchestrate $3 trillion to $5 trillion of global commerce. This is a fundamental paradigm shift. And for every merchant, it's existential. A brand missing from that shortlist misses the sale altogether, however good the product is. It doesn't matter. If you're not in there, you're going to be in it to win it.

Our thesis is clear. Agentic commerce is a new way of shopping and every merchant needs a new infrastructure to compete in it. Rezolve Ai provides that infrastructure. A merchant that gets this right will be found by the agent, then turn that into -- that visit into a sale, complete the payment, bring the customer back and learn from every transaction.

Today, you've seen that whole journey on one single platform, Rezolve platform. Rezolve Ai is the only company that owns the full stack end-to-end. You've seen today that we've assembled an incredibly strong team to capitalize on this opportunity. Our leaders have built and run businesses at Visa, Microsoft, Google, Facebook, Oracle and Accenture and many others. And they have chosen to build the next one right here at Rezolve Ai.

As Arthur said, the expensive part of building this company is behind us, and the most valuable part is ahead of us. We're targeting at least $500 million of annual recurring revenue as we exit this year and the drivers to get there are already in place.

As I touched on this morning, I've started and run several successful businesses through several of the great turning points in commerce. Each time, the change looked nascent to most people and obvious to everyone a few years later.

Agentic Commerce is at that moment right now. Shoppers are already moving and the merchants who move with them will now capture that value. We've built Rezolve Ai to help them do exactly that. I hope you leave today as excited about the next chapter as every one of us is. Thank you very much for your support and your time.

Good afternoon, everyone. I hope you've had a wonderful and productive day. My name is John Lewis. I'm from Nasdaq. I'm the event producer today. There is one more thing left for you to do, and that is to get a wonderful photo outside in Times Square in front of our iconic Nasdaq Tower, where we're going to have all of Rezolve's wonderful brands in on the back of it.

We have a very short window to take this photo from 1:10 to 1:15. So if you follow me now out the door, we're going to go down some stairs and across the road. If you've checked anything with bag check, don't worry about it. It's going to come downstairs, you can collect it downstairs on your way back in. And you may also, of course, return back to this space as well.

Good day, and thank you for standing by. Welcome to the Rezolve AI Half Year Results 2026 Webcast and Conference Call. [Operator Instructions] 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'd 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'll 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'll 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 6 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 than the H1 numbers alone point out, I want to focus today on 3 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 for Rezolve. 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, BJs Wholesale, Rebag, The Container Store, Urban Outfitters, Mango, 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. Brain Power 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're also scaling differently from a conventional enterprise software company. We're 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 tune 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 combines Rezolve 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 which Rezolve 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 of Rezolve'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 underlying Rezolve 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're making important progress across payments and loyalty as well. The completion of the rewards acquisition expanded our capabilities across more than 15 markets. Rewards network now has relationships with Barclays, Visa, Mastercard, NatWest and Mashreq and has returned more than $2 billion in cash backs 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 -- 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. And before I hand back to Arthur, I want to address the shape of the year. Revenues, 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 trade and holiday trading, customer campaign activity, enterprise deployment timing and increased partner-led distribution.

So our approximately $360 million of full year revenue guidance implies half 2 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. So let me walk us through our financial performance for the first half of 2026. Revenue for the first 6 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 significant 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 noncash 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 noncash expenses and onetime 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 30, 2026, we had $33.2 million of cash and cash equivalents, together with $67.4 million of restricted cash, totaling approximately $100.5 million. Restricted cash is presented separately because it's 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 reaffirming 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 towards 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. And third, we now have a significantly larger customer operating base than we had at the beginning of the year, so 1,640 compared to our 950 at the beginning of the year. And 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 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 3 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've 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 6, 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're now ready to take questions.

[Operator Instructions] And this one comes from Rohit Kulkarni from ROTH Capital Partners.

Nice first half and solid outlook. Perhaps if you can provide more cuts at the outlook based on all the partnerships that you've announced recently, how do they contribute to your revenue outlook? And to the extent which -- like how does the shape of the revenue evolve with partnerships versus in-house sales? I know you have built out a solid sales organization now. So just talk through how you expect that mix as well as the key partnerships to evolve.

Thanks, Rohit. So these partners have long-standing relationships with their customers. And they provide the infrastructure, technology to support those customers' engagement with their customers. So Tech Mahindra, Tata Consulting Services, Microsoft, Google, they are deeply embedded in their corporate customer infrastructure, and they are trusted parties. We're 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. And 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're being brought into blue-chip accounts, long-standing customers of our partners. And immediately, we're engaged in deployment discussions. And this is what's 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. So this is all just starting to ramp up because these partners are enormous and we're [indiscernible] relatively.

And we're 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. And we're starting to become the main source for commerce and retail Agentic capabilities because we feel and are seeing that we're 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 sort of 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 the mix between software and infra licensing and partner-led revenues kind of affects gross margin over the next 6 to 12 months? And quickly recap kind of what are you assuming on the capital requirements of the business in your second half guide?

Okay. Thanks, Rohit. Thanks for the question. So our gross margin for the first half is 48.9%. It's obviously on the lowest end, but mainly due to our acquisition of the loyalty business in the beginning of the year as well as continued deployment 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.

So 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 again, is that it's more than 90%. And so we always will focus on a higher -- that is the goal of both loyalty and the professional service is an enabler for us to upsell and cross-sell our agentic commerce infrastructure platform.

So therefore, we are getting the high-margin business. So over time, we expect that we will get -- as we get into the second half of this year and into next year, we will see this margin improve because of the uptake of our core agentic 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. So 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 30. So we can run -- 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.

So as we look at different potential acquisitions in the future, this is probably where our capital needs really -- 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 kind of the release said that there was a little bit of exclusivity as well as 100 terabytes data across 10 blockchain networks.

But I was just talk about how you expect the monetization to scale with data, volume and use cases sounds like a very exciting opportunity.

Look, I mean, I think the upside is many billions of dollars in revenue for Rezolve, 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.

So the fact that we were selected is the beginning of what we believe to be a very meaningful relationship with that one customer. But that is just the beginning. The technology validation by Google is a huge endorsement of the capability set that Rezolve 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.

And I don't believe anyone has spent the years that we spent investing and thinking about how this new Agentic commerce and this new Agentic world needs infrastructure to support it. And 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. And so we have -- this new development for us, this new market opportunity for us is just the beginning of what I think is extremely meaningful. And we have refocused effort into selling this into the market.

We are now going to take our next question and this one comes from Brian Kinstlinger from Alliance Global Partners.

Great to see all the progress you're making and especially the monetization of your data with Google. I'm 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't because there's some developments coming that I just can't get into that. But 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're asking.

And then I guess, from a benefit to profit, I assume the cost of data is de minimis almost. Should we think about this margin above almost your 90% core margin business?

Again, I don't want to preempt what's coming. So 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, and 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? Just maybe talk about how it's impacting.

So these are companies that do what we do -- that we were doing with professional services. And they do it on -- they've been doing it for a lot longer with -- have a lot more customers.

So what happened was we were selling Rezolve technology into customers. We recognized that we needed to provide them with some professional services. So we spun up our professional services capability. We -- it became clear that the long-standing professional services companies, Tech Mahindra, TCS being too, recognize that there is demand for our capabilities and our products and that they will provide those professional services and we will provide the technology.

So 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. And it's easier for us and faster for us to deploy and to win accounts because they're winning them for us. So that's kind of how it works with those guys.

Great. Thanks.

And there's more of those to come, by the way, soon to be announced.

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

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

Yes. So 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'll 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 pair of sneakers, it will send agents out to 500 sites and interrogate them. So if you think about how much volume of activity is going to happen just by you asking ChatGPT instead of searching yourself, it's 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.

And 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 can't do it. So we started building that infrastructure, devising it and building it. And that's now been licensed by Google to support their ambitions in this market. And 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. And then 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. We're not aware of it. And 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.

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

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. So it does not include any acquisitions. It's purely organic from our expectation.

Got it. And then 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.

And we're seeing new big accounts coming in with larger value. So 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. And so 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. And then the -- 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?

Yes. I think, look, we don't -- it's not a segment by itself because it is part of our overall agentic infrastructure. And so it is part of everything that we do. So we've historically already been deploying that technology to support our Agentic commerce customers.

So this is just scaling that and obviously looking for scaling to like Google and other hyperscalers to expand ourselves. So it is not as it's a new line of business that we're doing. It's an established line of business as core to our Agentic commerce.

Think of it as a product -- 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. So 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 did you have working in that part of the organization. And then it sounds like you're really helping customers prep their data to deploy Agentic commerce. I guess I just want to clarify that. And then how long does it take to kind of do that and then move on to the selling the software?

So it's about -- there's 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 the customers' catalog and what they want from us.

But what we're 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 look 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 enriched product is a main part of the professional services engagement by making that richer and more usable in this new agentic world.

We are now going to take our next question. And this one comes from Mason Marion from Cantor Fitzgerald.

So I want to go back to the Google deal. Are there other similar opportunities out there to license this technology? And then 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, no. The one that we've announced is already being deployed. And 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.

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. So I'd like to thank everybody for their time and for those who are positive questions to us. I'd like to close by saying that H1 demonstrated the scale Rezolve 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 Investor Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Michael Guido. Please go ahead.

Thank you, Heidi, and good day to everyone. Welcome to Rezolve's investor conference call, where we will provide an introduction to Rezolve AI for those new to the story, discuss Rezolve's proposed combination with Commerce and lay out the value creation opportunity that a combined entity would deliver to shareholders from the Rezolve perspective. Leading today's discussion is Dan Wagner, Rezolve's Founder and CEO.

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 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 may 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 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 annual report on Form 20-F for the fiscal year ended December 31, 2025, as well as our earnings release, which are available on our Investor Relations website at investor.rezolve.com and on the SEC's website at www.sec.gov.

Finally, please note that our discussion today does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities. No offering of securities will be made except by means of a prospectus, meeting the requirements of Section 10 of the U.S. Securities Act of 1933. Instead, this discussion relates specifically to a proposal that Rezolve has made for a business combination transaction with Commerce. Rezolve may file one or more registration statements, proxy statements, tender offer statements or other documents with the Securities and Exchange Commission, and interested parties are urged to read such documents filed with the SEC carefully and in their entirety, if and when they become available as they will contain important information about the proposed transaction.

These documents will also be mailed to shareholders as applicable if and when they become available and may be obtained in our Investor Relations website or on the SEC's website. 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 for those of you who managed to stay on the call after that, welcome, and good morning. Thank you for joining us today, especially those who have not heard directly from Rezolve AI before. For Commerce.com shareholders, we hope that this is a refreshing and enlightening experience. Before I introduce Rezolve AI and explain the logic of this proposed combination, I want to briefly address something that happened yesterday. Commerce.com's Board imposed a stockholder rights plan. The Board has presided over 96% decline in Commerce.com's stock price from its post-IPO peak and is forecasting growth of just 1.5% this year. That same Board has chosen to try to lock its shareholders out of a proposal that implies more than double the current share price with significant upside thereafter.

One week after we took our proposal directly to Commerce.com shareholders, the Board's response was not engagement, not dialogue, not a counterproposal. It was the adoption of a Poison Pill. Do not swallow this Poison Pill at the request of a Board that has already cost you so much. You deserve the opportunity to evaluate the attractiveness of our proposed combination yourselves. Rezolve AI views this as a transparent attempt by a failing Board to entrench itself and prevent Commerce.com shareholders from acting on an offer that presents material upside.

Commerce.com's reference to a 47% discount is based on a single day's closing price. It ignores Rezolve AI's Wall Street analyst consensus target of $11. The company's contracted 2026 revenue of $232 million, full year guidance of $360 million, representing 7.5x year-on-year growth and the significantly higher trading multiple, a combined platform of this scale and trajectory would command. Valuing a transformational combination by a historic spot price obscures the opportunity from the very shareholders Commerce.com's Board claims to be protecting. Commerce.com shareholders are now stuck in an illiquid position with limited ability to exit at the current screen-based $2.50 share price. The Board is now seeking to prevent shareholders from considering a value-maximizing exchange by threatening to impose massive dilution on any potential acquirer.

Through the adoption of the Poison Pill, the Commerce.com Board is effectively forcing shareholders to remain under the stewardship of directors responsible for the tremendous erosion in shareholder value. Some of the directors responsible for this action are up for reelection at Commerce.com's 2026 Annual Meeting on May 14. We believe this represents you an opportunity to express your views on the Board's failure of leadership, failure of vision and the need for transformational change. Let me now turn to Rezolve AI, our vision for the future of commerce and why we think that it could also be yours.

Commerce is undergoing a structural shift as profound as the move to the Internet. The world is transitioning from search-based browsing to agentic commerce where AI does not merely recommend but executes. This is the third rail of the retail revolution. intelligence, discovery and execution unified in a single stack. The projected AI-driven e-commerce market is $144 billion. We believe the companies that own the infrastructure layer of that market will define the next era of global commerce. I founded Rezolve AI in 2016, having spent years building and listing digital commerce businesses before the industry had a name for what it was doing. Rezolve AI was built from inception to be the essential operating system for this structural shift, not a bolt-on feature layer.

Central to Rezolve AI's success is our Brain suite, which is structured around 3 interlocking components underpinned by brainpowa, our proprietary retail LLM, large language model, purpose-built for near zero hallucination and SKU level precision in live enterprise environments. The 3 solutions, Brain Commerce is our discovery and merchandising engine that converts natural language into margin-aware real-time product recommendations embedded directly inside retailers' existing systems. Brain Checkout is our execution layer that closes the loop between the agentic discovery and settled payment without friction, error or leakage. And RezolvePay sits underneath the entire stack bypassing legacy toll bridges and returning economic autonomy to the merchant.

Key to the Brain Suite solution is what we call the flywheel effect. Every layer of the platform reinforces the other layers. More intelligence improves discovery. Better discovery drives more transactions. More transactions generate more data to sharpen intelligence. This is not a suite of separate products. It is a closed-loop AI commerce engine that compounds over time. Commerce.com under current management has no equivalent architecture and no path to build one. Throughout 2025, we executed an accelerated program of enterprise deployments, platform integration and strategic acquisitions that fundamentally changed the shape of our business.

The acquisition of Reward extended the platform into Global Payments and loyalty, adding high-margin revenue and reach across banks, retailers and payment networks. In 2025, our platform processed 112.7 billion API calls across more than 950 enterprise clients, reached nearly 60 million consumer devices and triggered 306.7 million physical to digital geofence events. These are not projections. They are reported figures in our 20-F filed with the SEC. Before I address the proposed combination, I want to be clear about where Rezolve AI stands today on its own. We reported $46.8 million in GAAP revenue for 2025 with the second half of the year growing 543% over the first. We exited December with $19.4 million in monthly revenue, an annualized run rate of more than $232 million.

Our blended gross margins reached 66% with core software margins above 90%. We have entered 2026 with $232 million in contracted revenue for the year already on the books, and we've raised our full year guidance to $360 million for the year. That is 7.5x year-on-year growth. We have raised over $750 million in total funding. We're not raising new equity for operations. We do not need to. Rezolve AI is fully funded to execute its 2026 mission and is already the essential infrastructure layer for the global agentic commerce. This week, we announced that our brainpowa Commerce tuned models are now available in Microsoft's Foundry, which provides the infrastructure for developers to build on large language models for their own business. This is not a pilot. This is confirmation of our position as the enterprise infrastructure tier.

By contrast, Commerce.com is guiding for 1.5% revenue growth in the year ahead. We're guiding for 7.5x growth. The gap is not a coincidence. A 1.5% growth target isn't a strategy in the AI era. It is a white flag of surrender. To be explicit, we do not need Commerce.com to achieve our 2026 goals or indeed 2027 or 2028. Everything I have just described is what Rezolve AI delivers on its own today. Commerce.com has real assets, an installed base of over 60,000 online stores, established relationships and meaningful recurring revenues. Commerce.com does not have the technology to monetize its assets in the agentic era. Under current management, those 60,000 merchants are generating approximately 3% ARR growth. And those merchants are operating on a platform falling further behind every quarter with no credible path to an AI native infrastructure under current management. That is what this Board and management team have produced.

Commerce.com shareholders will promise growth, innovation and returns. Instead, the leadership team is presiding over a capital erosion as the market leaves it behind. The current strategy has created a zombie-like stagnation, leaving the stock with no volume, no momentum and no vision. When I look at Commerce.com network through the lens of Rezolve AI's full stack platform, I see something very different. I see 60,000 merchants that could be running on Brain Suite, generating conversational commerce transactions they cannot execute today. I see 60,000 points of distribution for Rezolve Pay, instantly scaling our proprietary payment rails. I see monetization that Commerce.com's current leadership is incapable of building. When we deploy Rezolve AI's infrastructure across Commerce.com's network, we see the combined business generating more than $700 million in revenue and instant profitability today. That figure is not a ceiling. That is what we see in the combination created on day 1 before a single incremental transaction runs through Brain Suite or RezolvePay.

It is simply Rezolve AI's contracted 2026 revenue base combined with Commerce.com's existing ARR, real revenue, real margins, real scale. The upside begins from there. This is textbook value creation for all shareholders. We're building the e-commerce infrastructure of tomorrow. Let me put the facts on record because they are Commerce.com's own disclosed figures. Since its peak valuation following its 2020 IPO, Commerce.com stock has lost more than 96% of its value. That did not happen by accident. Annual recurring revenue growth has slowed to approximately 3% year-on-year, and the company is guiding for just 1.5% for 2026, just 1.5% -- 1.5%. The stock trades at anemic volume. Under this leadership, the equity has become trapped in a cycle of 0 momentum, a zombie-like state that ignores the market's evolution.

Shareholders are now stuck in an illiquid position with limited ability to exit at the current screen price of $2.50. This Board has failed in its primary fiduciary duty, the preservation and growth of your capital. They have overseen a 96% destruction of your equity value, offered no credible turnaround plan and allowed Commerce.com to drift into irrelevance. It has failed strategically, operationally and in its most basic obligation to the people who own this company. By contrast, Rezolve AI trades more than 23 million shares a day. Our shareholders have access to a liquid market in a high velocity AI growth company. Our 2-for-1 exchange ratio and at the Wall Street analyst consensus target of $11 for Rezolve AI, Commerce.com shareholders are receiving $5.50 of implied value per share by swapping a stagnant illiquid asset for a position in a platform generating 7.5x revenue growth or 750% versus 1.5%.

Commerce.com shareholders are currently paying the price for their Board's underperformance. Commerce.com's Board had its chance to engage with us and the clear line of sight we set out for substantially greater scale. Instead, it chose to defend a hallucinated stand-alone future. You have the right to assess a proposal directly, not through a failing Board. We're here to make sure you have the information to do exactly that. Yesterday's rights plan was the predictable Commerce.com's Board reaction. They are a Board that has failed their shareholders and has now moved to ensure that those shareholders cannot be heard. We are reviewing the details of the rights plan and we'll update through the appropriate channels. What I can tell you today is that Rezolve AI's proposal stands. The case has not changed.

Thank you for those comments, Dan. As stated in our release call announcement, we wanted to provide shareholders from both companies an opportunity to ask questions. We have received many such questions, which we will address first. These will be followed by questions from sell-side analysts. Let's begin with those submitted questions.

Dan, for our first question, how do you align on the value -- how did you align on the value for your proposed offer to Commerce.com?

Commerce.com has a price on the screen that isn't a real price. If anybody who is holding shares in that company wants to sell in size, that price will fall dramatically. There is no volume, and therefore, there's no market. We believe that by providing the shareholders of Commerce.com with our equity, they have the potential to see material upside in the stock in the short term. What we're basically offering is to trade an illiquid stock for a growth stock, to trade a company with no vision, to a company with significant vision, a company -- a share in a company that has no strategic plan for the agentic Commerce revolution, for a share in a company that has a clear competitive advantage and is making the most of that advantage in the market today.

Thank you, Dan. For our second question, what would be the expected additional revenue from this deal and the added value for investors?

Immediately upon this deal concluding, the combined company will have over $700 million of revenue in 2026 on a pro forma basis. That is just the starting point. That is just the first rung in the ladder. Growing from there, even at a fraction of the rates that Rezolve is growing at the moment, would see significant growth and upside for all parties. We believe that by putting Commerce.com's assets into the rezolve.com -- the Rezolve infrastructure, we are creating a supercharged entity in the agentic commerce space.

Thanks, Dan. Next question, would Rezolve's purchase of Commerce.com further open the U.S. market for Rezolve?

Yes. Of course, if we would have acquired Commerce.com, it would give us a material footprint in merchant utilization than we have today. But it's worth pointing out that the 60,000 merchants that Commerce.com serves today are typically smaller than the 950 enterprise customers that Rezolve serves today. Rezolve is currently serving high-end, large, mid-market to large merchants. And Commerce.com aspires to move into the mid-market and has been successful in doing so to some degree, but has a very broad base -- a broad tail of merchants. So yes, in terms of footprint in number of merchants, it would increase our footprint both in Europe and in the United States. And in terms of enterprise customers, it would marginally improve our market presence. But fundamentally, what it would do is it would give us a greater footprint of consumer interaction, and that's really what we're after with both RezolvePay and the Brain Suite.

Thanks, Dan. For our next question, do you view the Poison Pill launched by Commerce.com as a sign of their Board's terminal decline?

Yes, I do. I think that a poison pill is a defensive weak reaction to a constructive engagement from us. We started privately and constructively with the Board. They rejected our approaches. And now when we're going to the shareholders, they have further rejected even the shareholders' interest by creating protection for their own jobs and for their own livelihoods. It's a short-term win for them, but I think the shareholders understand what's going on and we'll vote with their feet.

Okay. For our next question, if the merger fails, will you go directly to the 60,000 merchants and make your case to onboard them on to Rezolve AI?

No, absolutely not. We're doing really well. We don't need to do that. Look, this is -- this was really something that we identified as an opportunity. We thought when we approached the Commerce.com Board that they would be enthusiastic that we were providing them a lifeline, giving them a stake in the future of agentic Commerce, giving them an opportunity to serve their shareholders better by giving them something that they were unable to do today with their paltry 1.5% target for growth, which is an embarrassment in an agentic commerce business with the opportunities that are growing at the rate that they are for those that are taking advantage of it.

We expected and anticipated that they would embrace a discussion with us. They did not. And so we are making the offer to the shareholders directly. If this turns out to be a waste of our time, it was a worthwhile attempt to enhance our position in the market, but it will make no difference to our long-term plans and our long-term growth.

Thanks, Dan. And you touched on this with your last response. But the final question is, if unsuccessful in this bid, how will Rezolve use its $750 million in total funding to aggressively pursue this $700 million global powerhouse vision?

Well, the $700 million global powerhouse vision is based on Commerce.com and Rezolve combining. We have set the market expectation for this year for Rezolve to deliver $360 million in this year's revenue and exit the year with $500 million of ARR. We're very happy with that 7.5x growth or 750% growth year-on-year. We're very happy with that. The adding Commerce.com's 1.5% growth won't make a lot of difference to us, to go from 750% to 751.5% doesn't really thrill us. We think that the combination of the assets that Commerce.com is sitting on and underleveraging is an opportunity for us to grow even faster, to innovate faster, to dominate faster, to become the market leader faster. And from that perspective, we think it makes a lot of sense for all shareholders.

Excellent. Thank you, Dan, for your comments. We will now be moving to analyst questions. Operator, please open the line for questions.

[Operator Instructions] We will take our first question, and the question comes from the line of Thomas Forte from Maxim Group.

Great. So Dan, one question and one follow-up. So Rezolve shareholders are incredibly familiar with your background. But for Commerce.com shareholders, can you explain to them what gives you confidence that you're the right person to unlock value in Commerce.com?

Thank you, Tom. So yes, that's a good point. I set up my first company in 1984, and we were a pioneer in online information. We were the first to digitize newspapers, trade journals and periodicals and make them available online for interrogation. Obviously, we had to build our own search technologies, commerce tools, even data centers because in 1984, 5 years before Tim Berners Lee presented the concept of the Worldwide Web at CERN, 8 years before we started using www and 11 years before Amazon.com opened its doors, we were really one of the pioneers. That business went on to become the world leader in online information. And many of the people on this call will have used our technology and our systems through their lawyers, for patent searches or through AOL or CompuServe or MSN when they were searching news articles in the '90s. It was all provided by us.

And when I sold that business to Reuters -- Thomson Reuters in 2000, I set up an e-commerce business called Venda. That business went on to become European market leader for enterprise e-commerce. We ran most of the high street across Europe. In the U.S., we ran TJX companies, Under Armour, J.Crew, L.L.Bean, Neiman Marcus and many others. I sold that business to Oracle in 2014, and it's now called Oracle Commerce Cloud. I also set up a search company in 2003 called Attraqt, which went on to become listed on the London Stock Market and was sold to private equity in 2019.

So I've been involved in search and commerce my entire life over 4 decades. And rezolve.com is the pinnacle of my career, if I can put it that way. I believe that what's happening in the agentic commerce, in the agentic and generative AI world is the most exciting technology shift of my lifetime. I believe that Rezolve has put in place the right pieces, the right foundations to fully capitalize on that growth opportunity. And I think that we're already experiencing that momentum with the recent results that we put out.

Excellent. And quickly for my follow-up, for shareholders on both sides, what gives you confidence that this is a simple opportunity where 1 plus 1 equals 3 or more?

It's very obvious to me because Commerce.com fundamentally provides an e-commerce infrastructure. It's a piece that we typically sit on top of or sit alongside with by absorbing the Commerce.com technology into our stack, we can offer merchants full end-to-end infrastructure to deliver to their customers. We have most of that already, if I'm honest with you. But Commerce.com has been around long enough to have developed a footprint of merchants across Europe and the U.S. that is significant, and that gives us scale and scale gives us leverage. So this is about leverage and scale to accelerate our market position.

We will take our next question, and the question comes from the line of Mike Latimore from Northland Capital Markets.

So Dan, obviously, the scale would be really helpful with the combination here. But as you think about accelerating growth post combination, what would be the kind of steps you take? Would it be starting with the pay element and then other moving to the suite? Would there be a full replacement of what Commerce.com has with your full suite? Maybe just talk about how you implement your technologies and accelerate growth over time.

Yes. thank you, Mike. We think that the #1 opportunity here is Rezolve Pay. We think that the 60,000 merchants would love the idea of not having to pay merchant fees for every transaction. It's particularly relevant with smaller merchants as they feel very much aggrieved at having to pay 2% to 3.5% to the credit card companies. And we, with Rezolve Pay, can eliminate that. So we think that, that is one of the strongest immediate upside to this combination. Obviously, our conversational engagement capabilities and our agentic capabilities to support this agentic commerce revolution will obviously play a meaningful part in upsizing and enhancing the capabilities of these merchants over the coming years.

And just last question for me. How would you compare your core language model capabilities with kind of what you've seen at commmerce.com so far?

Well, we don't think they have anything. I mean I think there's a lot of vaporware out there. People are waving the agentic commerce flag and the LLM flag and the generative AI flag and not many people actually really have it. It is expensive to build stuff like this. You have to know what you're doing as well. You have to have the right engineers. We've been at it for 10 years, as you know. And recently, earlier this week, we announced that our foundational language models have been included in Microsoft Foundry, of which we're in an elite group of foundational language models alongside OpenAI and Anthropic and xAI.

So I think we've earned our stripes in this space, and have demonstrated that we have invested and created real asset value in our core AI technologies. And of course, this is the key thing that commerce.com doesn't have and is the case with most search companies who are in the space as well that we're rolling up. So yes, I think we add a lot of value to these businesses by injecting the enhanced capabilities we have and then enhancing the services that we can offer their customers.

We will take our next question, and the question comes from the line of Matt VanVliet from Cantor.

I guess, Dan, maybe just walk us through the rationale for using a stock exchange methodology here in terms of funding it and sort of, I guess, how you approached the targeted value for Commerce shareholders based on the 2-for-1 exchange rate.

So first of all, I think we don't want to use cash that we have available for our own activity and momentum this year. We -- that cash is accounted for. We don't want to utilize it in paying out shareholders. In many respects, there's no need to do that by giving them shares in Rezolve. If those shareholders wish to trade out, they're able to do so. It's a highly liquid market, and they could trade out in a day or in a handful of days if it's a large amount of shares. So it's -- that's not -- our shares are really cash and Commerce.com shares are not cash, and they don't represent the number that's on the screen. The number on the screen is a phantom number that it can only -- can be easily tested one way or the other through a sale of shares.

So I think that's the first point. The second thing is we don't think that the company as a stand-alone business really has much of a future. It is challenged. We believe that it's being managed by an incompetent Board of Directors who have materially undermined the opportunity of the business over the last few years by failing to invest in the right technologies and by failing to drive the business in the right direction.

So as a result, we believe that there is -- that we're offering a lifeline to the shareholders by giving them an opportunity to take our shares, which we think, by the way, are significantly undervalued. Our shares -- and I think it's also true that given the consensus of the analysts at $11, that the market, certainly the analysts think that we're significantly undervalued. So we're providing Commerce.com shareholders to swap an illiquid untradable or limited tradable asset for an undervalued, highly tradable asset. I think that's a fantastic opportunity for them. So I don't see any reason to provide a cash alternative.

Okay. And then I guess, looking at if we can't get this deal done -- if you can't get this deal done here, is owning the e-commerce infrastructure similar assets to what Commerce has of interest to you? Or is it that they have more scale here and the ability to provide synergistic growth is just more apparent here than buying maybe a smaller, less well established but providing similar technology?

No. I think that the Commerce.com footprint gives us scale that is important in the case of Commerce. We wouldn't enter the e-commerce infrastructure in terms of the e-commerce platform infrastructure market without scale day 1, even though we know how to do it, as I explained before, I built the European market leader for enterprise e-commerce over a period of 14 years and was very successful at it. So it's not like we couldn't do it. We know what to do. The tricky thing is the time it takes to win accounts and to build a presence. And Commerce.com have done that in the past. They're not doing very well at maintaining momentum and growth in that space. But we think that within the umbrella of Rezolve, that we can reignite that business and generate the growth that it would need to continue to build a business of size.

So I think the answer is no, we wouldn't buy a smaller business as an e-commerce platform provider. We would buy a smaller business in search technology because we're already a very dominant player in that space. So that would be just additive to an existing line of business, if you want to put it that way. Commerce.com is a horizontal expansion of our business, a very sensible one, I think, and one that we could really make a very significant contribution and difference to.

This concludes today's question-and-answer session. I will now hand back to Michael Guido for closing remarks.

Thank you, Heidi, and thank you to everyone 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.

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

Your Board and your management team have failed you. Since the 2020 IPO, they have overseen a 96% destruction of your equity value, offered no credible turnaround plan and allowed Commerce.com to drift into irrelevance. It's now a zombie stock: no volume, no momentum, no vision. You were promised growth, innovation and returns. What you have instead is a leadership team extracting compensation as your capital erodes and the market leaves you behind.

Commerce.com has real assets: an installed base of over 60,000 online stores, established enterprise relationships and meaningful recurring revenues. The Board and the management team have squandered them. In the hands of a team that knows how to deploy AI infrastructure at global scale, these assets can become the foundation for something transformational. A combination of Rezolve Ai and Commerce.com doesn't just add. It multiplies. Together, they form a $700 million-plus revenue global powerhouse that is instantly profitable.

Commerce.com's enterprise footprint paired with Rezolve Ai's AI-native infrastructure and explosive growth engine unlocks value that current leadership cannot deliver on its own. This is textbook value creation for all shareholders. Combined revenues exceeding $700 million, a customer base supercharged by Rezolve Ai's Brain Suite platform and core software margins above 90%. By deploying Brain Suite and RezolvePay across your network of 60,000 captive merchants we will instantly accelerate our proprietary payment rail rollout and secure robust monetization streams that your current management is fundamentally incapable of realizing.

Your Board chose to ignore all of this. They owe you an explanation. We doubt you'll get one. We're now moving forward with a direct offer to you, 2 shares of Commerce.com for 1 share of Rezolve Ai. This reflects a disciplined valuation of your business relative to ours, and it is still far more than your Board's current strategy will ever deliver. Why does this remain your best and likely only move? One, since its 2020 IPO, your stock has lost over 96% of its value. Standalone recovery is a myth. Your Board and management have failed to articulate a credible plan to stop the bleeding while losing enterprise logos to the competition. Two, Commerce.com has become a zombie stock. You may see a price on your screen, but you cannot sell your position because there's low volume.

Rezolve Ai trades over 23.6 million shares daily. We're offering you a liquid currency that allows you to manage your own holdings. Three, Wall Street values Rezolve Ai at $11 a share, nearly 4x our current trading price. By exchanging your shares for Rezolve Ai shares at a 2:1 ratio, you are swapping a stagnant asset for $5.50 of an implied value, half of the $11 a share. This is a significant premium over the terminal trajectory your Board and management currently have you on. Four, Rezolve Ai delivered 543% revenue growth in half 2 2025 over half 1, reported $46.8 million in fiscal year '25 revenue and ended the year with $232 million annualized run rate.

We've raised 2026 revenue guidance to $360 million, representing a 7.5x year-on-year growth. Commerce.com under its current Board and management is limping along at 3% growth. One is an AI era growth company building category-defining infrastructure. The other is a legacy business in decline under its current leadership. We will proceed to file more detailed information about our offer with the SEC to allow you, the true owners of this company to decide for yourselves. This is not a rescue. It's a transformation. Commerce.com's assets can only reach their full potential as part of a platform that's already powering the future of global commerce.

Rezolve Ai is fully funded with more than $750 million in total capital raised and $232 million contracted revenue base and no need for additional operational equity to execute its 2026 mission. By combining the businesses, we create an instantly profitable, self-sustaining global giant. This ends the era of speculative AI and delivers a powerhouse built on real revenue, real margins and real scale. The opportunity in front of you is real. And for Commerce.com shareholders trapped in a collapsing value with low liquidity and failed leadership, it may be the last one that matters. Unshackle Commerce.com's assets and finally see what they were always meant to do, grow, compound and generate real returns. That is the opportunity we are now putting directly in your hands. The choice is yours.

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, brainpowa, is purpose-built for commerce and engineered for zero hallucination. In head-to-head benchmarking, brainpowa consistently outperforms general purpose models in SKU-level precision and determinism in commercial output. The technical lead is why we command a 90% plus core software margin and enterprise trust 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 1 or 2 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 0 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 Dan mentioned, 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 reported 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 noncash 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 investments in our global sales organization and market expansion. We are investing from a position of strength to capture the massive structural shift toward a agentic commerce. As Dan emphasized, we entered 2026 in our strongest ever capital position. With over $750 million in total funding secured, 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. So 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. And now I'd like to open the floor for questions, and thank you all very much for joining.

[Operator Instructions]

And we are going take our first question, and it comes from the line of Thomas Forte from Maxim Group.

Great. So first off, Dan and Arthur, congrats on a very strong 2025. I have one question, one follow-up question. So Dan, I 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.

And Rezolve having been previously in previous lives, running e-commerce systems at scale. We understand the complexity, and we understood them when we started in 2016, the foundation of Rezolve. So 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. So we believe that we have a 10-year lead on everybody else. And having done that, I think we're starting to see the fruits of that effort coming through in the numbers.

Excellent. And 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 convert in the Agentic world. And that is not only because of the instant settlement and the design of the infrastructure to support interactions with agents, but also because merchant -- 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. And of course, we're in a very good place with 950 large enterprise customers to start the deployment of it. So we expect to see some momentum in Rezolve Pay this year, and we're extremely excited about its potential over the coming years.

And the next question comes from the line of Brian Kinstlinger from Alliance Global Partners.

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 to 6 weeks. Is that describing the average new customer acquisition time line in the recent months?

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

Okay. Great. And then the $500 million run rate guidance and the $360 million in guidance for the year in GAAP revenue, does that include additional M&A? And then 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?

So 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 1/3, 1/3, 1/3, where really 2/3 you could argue is organic, given that 1/3 of it is partnership deals, 1/3 of it is organic sales, and you could lump those 2 together. And then another 1/3 is M&A.

Now we're going to take our next question. And the question comes from the line of Michael Latimore from Northland Capital Markets.

All right. Congrats on the excellent 2025 here. I guess, Dan, in terms of the organic drivers, as you look -- you acquired some good companies in '25, you expanded organically materially in '25. What were the biggest, say, cross-sells or product upsells that you had in '25? And then as you look to '26, which kind of product cross-sells, upsells are kind of most visible?

Well, 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 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. So there's a variety of different things that we're able to upsell very quickly into those customers. But 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 '26 here, do you think most of the growth organic will be new customers coming online or expanding with the businesses you acquired?

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

[Operator Instructions]

And the question comes from the line of Rohit Kulkarni from ROTH Capital Partners.

Congrats on 2025. On the '26 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 kind of contracted revenues, that's a growing base of contracted revenues as compared to what we have seen in the past hearing from you. So 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. So as we said, we ended December with $19.4 million of monthly recurring revenue. So you'll see that this number is actually in our 20-F. So this is an audited number. It's not just an unaudited number that we say. So it shows that we are actually ending the year in December with $232.8 million of revenue already starting the year. And then obviously, we have acquired Reward, which gives us about $90 million.

So we already have a very rock solid foundation for our organic growth to achieve our results of $360 million. But 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. And then perhaps like a broader Agentic commerce kind of pricing versus volume question for either of you, Dan or Arthur. As we are seeing that kind of Agentic 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 -- how 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. So thanks, Rohit, and that's exactly what we were saying earlier. The reason that we are rolling up search companies is because those search companies are providing infrastructure today to e-commerce, and that is going to 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 going to come from agents, but we are. And so not only do we get an existing base of revenue customers, infrastructure, people, et cetera, but we get the foundation to build many 100x growth in our volume of activity, API calls, use of our tokens, et cetera, which will drive our revenue by many, many, many times.

And now if you think about -- 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. And 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.

But 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 going to buy a pair of sneakers, it's going to send agents off to 500 stores. And it's going to do the same search, and then it's going to collate the results and come back to me. That means that those 500 stores are getting that search, even though it's being carried out by an agent, 500 times more than they might otherwise do. That's where we're going.

So our view is that consolidating the legacy search companies under our Rezolve banner and enhancing their capability with our Agentic infrastructure is not only going to see an uplift in terms of being able to upsell our technology, but it's also going to see a natural uplift in the rising of tide of volume because this new Agentic world is going to be far, far more voluminous than what we've seen up until now.

Great. And 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? And any comments on EBITDA embedded in the outlook?

Yes. So I think in terms of our margin will definitely improve. And again, as you look at year-over-year, we have actually improved significantly in terms of all our financial metrics. So our gross margin improved by 81%. Our earnings per share increased -- we improved by 67%. So -- and obviously, our revenue, I don't 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 going to be deploying more and more of our core Agentic commerce platform, which is a 90-plus percent. And so I will see in the next half year and so forth, we will improve that, and you'll see some results from that. In terms of the adjusted EBITDA, 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 and other things as well as some of the M&A acquisition costs that's associated with it.

So as we always 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. So that will definitely improve our adjusted EBITDA as well.

[Operator Instructions]

Dear speakers, there are no further questions for today. I would now like to hand the conference over to Michael Guido for any closing remarks.

Before we do that, I'd just like to tell everybody on the call, please take a moment to go to rezolve.com/annual report 2025 to download the new annual report I mentioned earlier. That's the URL is rezolve.com/Annual Report 2025.

Great. Thank you, Dan. In closing, I want to 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.

Thank you, and good morning to everyone. Welcome to Rezolve's February 2026 Business Update Conference Call, where we will be discussing the company's recent acquisition of Reward Loyalty as announced in our press release earlier this week. Leading today's discussion is Dan Wagner, Rezolve's Founder and CEO, who will be joined by Reward's CEO, Jamie Samaha.

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 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 may 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 reported results prepared in accordance with U.S. GAAP.

Finally, please note that any financial results discussed for the month of December 2025 as well as the full year ended December 31, 2025, are preliminary and unaudited and thus inherently uncertain and subject to change.

The company is in the process of completing its year-end close and its independent certified public accounting firm is in the process of conducting its audit in accordance with PCAOB standards, and there can be no assurance that the company's final audit results for this period will not differ from the preliminary results in today's discussion. 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 very much, Michael, and thank you, everybody, for joining us this morning. On Tuesday, we completed the $230 million all-cash acquisition of Reward Loyalty U.K. And I want to be very clear about what this represents for Rezolve. This is fundamentally a big data acquisition. It is a Rezolve Pay acceleration, and it materially strengthens our Brain Commerce platform at the transaction layer.

Reward is a scaled, profitable transaction intelligence business embedded inside major global financial institutions and hundreds of leading retailers. This is not an early-stage capability. It is infrastructure that operates at the point of payment, generating recurring revenue and operating at meaningful scale.

What makes this strategically powerful is the data layer. Reward sits directly within live payment environments, which means access to real permissioned transaction data. When that transaction intelligence is combined with our Brain Commerce platform and Brain Power AI models, the effectiveness of our AI increases materially. AI informed by real purchase behavior is significantly more precise and commercially impactful than AI operating without it. This acquisition strengthens our data position in a way that is difficult to replicate. It also materially accelerates Rezolve Pay.

Rewards long-standing banking integrations and relationships give us strategic access into tens of millions of cardholders through established financial ecosystems. Rather than building wallet adoption purely from the outside, we now have embedded distribution pathways inside the payments layer. That shortens time lines and strengthens execution.

From a platform perspective, Reward complements Brain Commerce by adding the merchant-funded offer engine, loyalty integration and transaction intelligence layer. When you bring these together, Rezolve now operates across AI-driven commerce, embedded payment rails, loyalty economics and closed-loop transaction data. That is a full stack commerce infrastructure position, and it places us structurally closer to the core of the transaction ecosystem.

Financially, this strengthens us as well. Reward is profitable. We completed this transaction entirely in cash. Rezolve currently has over $100 million in cash on the balance sheet. And given our operating trajectory and the additional revenue and profitability this acquisition brings, we do not require additional capital to execute our strategy. That balance sheet position provides stability and flexibility as we scale.

Commerce today is converging. Payments, data, AI and loyalty are no longer separate verticals. With this acquisition, Rezolve now operates across that entire stack embedded directly at the transaction layer rather than operating at the edge. That distinction matters strategically.

I'd now like to introduce Jamie Samaha, CEO of Reward. Jamie brings deep experience from Mastercard and has long understood the strength of the Reward platform from inside the global payments ecosystem.

Thank you, Dan, and good morning, everyone. Leading reward has been an extraordinary journey. We've built a profitable, deeply embedded transaction intelligence platform across major financial institutions and global retailers. Before joining reward almost 3 years ago, I spent many years at Mastercard in global roles. And so from the inside of the global payments ecosystem, I had visibility into the platforms operating at scale and eward always stood out. I admired its architecture, the merchant economics and its integration depth long before I had this opportunity to lead it.

Now as part of our strategic review process and along the way, we've had many suitors and investors from the payments and data world, including most recently, Experian. And the Board evaluated these approaches carefully. And I'm happy to say, ultimately, we chose Rezolve AI, not simply because of the transaction terms, but because of the strategic alignment and long-term growth potential.

Rezolve is building an AI-native commerce infrastructure company and the focus on embedding AI directly into the transaction layer, along with their product velocity and the ambition for growth aligns strongly with our vision.

We believe that combining rewards embedded banking relationships and transaction intelligence with Rezolve's Brain Commerce platform and Rezolve Pay creates significantly greater long-term opportunity than a traditional consolidation outcome would have provided. This is not the end of Reward story. Actually, it's an expansion of it. And we're excited and so is the team on what we can now build together. Thanks, Dan.

Thank you, Jamie. Let me be direct. This acquisition materially changes Rezolve's position in the market. We're no longer building towards scale. We are operating at scale. We now combine profitable transaction intelligence, embedded global banking relationships, AI-native commerce infrastructure and a strong balance sheet with over $100 million of cash. We executed this transaction in cash. We strengthened our margins. We expanded distribution into tens of millions of cardholders, and we did so without the need to raise additional capital. That combination, profitability, data, distribution and capital strength is rare.

Commerce is consolidating around platforms that control the transaction layer. Data, payments and AI are converging into a single operating stack. Rezolve now sits inside that stack not at the edge, not as a feature, but as infrastructure. Reward gives us live transaction data. Rezolve Pay gives us payment leverage. Brain Commerce and Brain Power gives us intelligence at scale. Together, that creates a structurally stronger competitive position.

We believe the market is only beginning to understand what that combination represents. We are focused on disciplined execution, but we're building with ambition. This is not an incremental progress. This is acceleration. We look forward to demonstrating that in the results we deliver. Thank you, and we'll now take questions.

[Operator Instructions]. We are now going to proceed with our first question. And the questions come from the line of Mike Latimore from Northland Capital Markets.

All right. Excellent. Congratulations on the transaction here. I guess 2 questions sort of jump out. One is, what is the mix of banking versus retail customers at Reward? And then also, when you talk about putting AI into the transaction layer, and I think of Rezolve AI is sort of a proprietary language model in particular. So maybe help me understand how that works in the transaction layer.

Jamie, I think you can answer that about Reward insights and your relationships with banks and customers.

Sure. Thanks, Mike. So if I think about our global banking and retail partnerships, I think the best way to describe it is in the markets we operate, we tend to work with the largest banks in the market, which is ultimately where our tens of millions of cardholders come from.

On the retail side, we work with hundreds and hundreds of retailers in each of those markets where we build a really strong ecosystem between those cardholders and also the retailers as well. And these are everyday retailers. These are not kind of small names you've never heard of. If I give you some names, it's the likes of Amazon, Uber, McDonald's, Starbucks, Adidas, Nike, so household brands, big spend categories.

In terms of the transaction data, we use our intelligence and the data that we get access to, and it's first-party data as well. Really to help the retailers in the bank make more informed decisions. So we clean -- we use AI to clean the data, match the data and drive hyper-personalized content.

So if you think about the context with Rezolve, we will ultimately have the data to take the consumer through the journey of a full customer life cycle purchase. So that will enable us to make better conversions and better measurements for retailers in terms of sales.

Got it. And then just back on the -- so is the bank vertical over half the revenue?

The bank vertical over half the revenue. So it's -- I think the best way to describe it is it's an even match across our 3 pillars between our banking sector, our retail sector and then our intelligence monetization as well in terms of the split. The banking revenue, like you can appreciate, is a platform recurring long-term contract fee. And so from that perspective, it's a really attractive revenue line for us.

We are now going to proceed with our next question. And the questions come from the line of Rohit Kulkarni from ROTH Capital Partners.

Congrats, Dan. Congrats, Jamie. Maybe one for Dan and one for you, Jamie. Dan, big picture, maybe talk about how you're thinking growth in '26. In the past, you've talked about organic, inorganic and partnerships, how that changes with this significant deal at the beginning of the year and perhaps talk through rest of the year as well.

And then, Jamie, you talked -- you mentioned that you chose Rezolve over others. Perhaps comment on how do you feel the revenue synergies could unfold as both Reward and Rezolve get more integrated, where do you feel are the near-term upsell opportunities within the Reward customer base for Rezolve's value prop today?

Rohit, thank you very much. I'll start, as you say, with the expectations for this year. You know we're in a close period. We're going to be announcing our results in a month or 1.5 months. But we have already told the market that we exited 2025 with $209 million of recurring revenue. And of course, Reward adds another $90 million to that. So we're now at $300 million.

We gave the market an indication of $350 million plus for full year revenue for 2026, which in itself is an extraordinary achievement when we had no revenue in January of 2025. And you know that much of that is organic, and there's been some acquisitions as well. Groupbuy and Crownpeak collectively represented $90 million. Reward represents $90 million. So you can figure that through and filter that through the numbers.

We also said that we would exit 2026 with $500 million of ARR at the very least. And of course, we're pretty bullish on these numbers. The -- I think what you're hinting at, Rohit, is do we want to upgrade those numbers? And I just don't think there's a necessary need for that at this stage. We're right at the beginning of the year. The market is skeptical of the numbers we put out, obviously, but we're going to demonstrate those numbers as we push out our formal results. And we'll update the investor base as we continue to do regularly throughout the year, so you can see how our progress is developing and plan that forward on your own basis.

Jamie, do you want to pick up the other?

Yes. I'll take -- Rohit, I'll take the second part of your question around why Reward chose Rezolve AI and some of the thoughts around the synergies and the opportunities. Apart from what Dan has spoken about already, we're really impressed with the caliber of the executive team that Dan has pulled together and the tech stack and the AI capability. So that was all well and good.

But I think what drove ultimately as well was what this meant for our customers. And we obviously canvass this with our customers as well. And our banks and our retail partners were really enthused and excited about the capability that Rezolve has, and Dan's spoken about Brain Commerce and Rezolve Pay.

We have Visa, for example, as a key strategic partner of ours, so we can distribute our products and our capabilities through the Visa network in many, many countries around the world. And so what I see then is a combination of a few things. One is together we can really service retailers for that end-to-end customer purchase life cycle. But in addition to that, there are, I think, really major upsell opportunities for our current banks and our current retailers to take Rezolve AI products in and their own self, whether it's the AI capability or the payments capability as well. So we're quite bullish around that, both not only within our existing customer base.

But I think we give Rezolve a really great footprint. We're the #1 in the U.K., across Europe, across the Middle East and Asia. But then if you think about the broader market opportunity as well, where payments advertising and commerce are intersecting media and conversational commerce is a growing $50 billion, $60 billion market that we feel like together, we're best positioned to capture.

And I'd like to add to that, if I may, which is that if you look at this independently, you've got Reward with a fantastic loyalty infrastructure that is being used by banks to provide loyalty to their cardholders and by retailers to provide loyalty to their customers. And we have world-class AI and agentic commerce products and solutions together with a Rezolve Pay, which is a revolutionary way to pay using stable coins and cryptocurrency.

Now expanding Reward into the United States is an opportunity independent of anything that we would be doing as a partner with them. And we can give them the infrastructure and the ability to do that because we're connected to so many merchants in the United States and in other markets.

For us to integrate our technologies and our capabilities into their customers is another upsell capability. But then we can use the Reward platform as a customer. Rezolve can use it effectively as a customer, using the infrastructure to incentivize our own merchants and incentivizing the consumers who are using Rezolve Pay. So there's a lot of cross-sell, upsell potential here, and we're very excited about the implications of that.

We are now going to proceed with our next question. And the questions come from the line of Thomas Forte from Maxim Group.

Great. So one question and 2 parts. On your strategic M&A strategy, what gives you confidence that reward and the other deals you're doing are accretive? And then second part, can you update us on your build versus buy strategy when it comes to strategic M&A?

Thanks, Tom. First of all, based on the audited numbers of reward, they are profitable, materially profitable. So -- and they have been for a number of years. So we -- obviously, when we absorb them into our numbers, there's going to be a -- I don't want to talk about that until it's released. But it's been a profitable business for many years, and that's very reassuring. And they're growing as well. It's a growth business, a very well-run business. So we're very pleased that we bought this company on what we think are very fair terms for our shareholders.

The second point about build and buy, you know this, Tom. So I'm surprised that you actually asking this question. We are an extremely ambitious business. And we are laying down important foundational pieces right now in the early stage of our momentum and growth so that we can fully capitalize on our market leadership position today and well into the future.

We're building a significant moat with our anti-hallucinatory AI, with our SQD, our data lake acquisition in the blockchain with Rezolve Pay, with Reward. And as we lay down these pieces and we build upon them, we further consolidate our position in the market. So the activity that we're involved in now is part of the land grab and part of the consolidation of our market position.

We are now going to proceed with our next question. And the questions come from the line of Brian Kinstlinger from Alliance Global Partners.

Congratulations. My first question is, can you speak to the time line of the sales cycle for onboarding potential Reward customers on your Brain Commerce platform?

That's a great question. And Brian, I'll be honest with you, we are not focused on that right now. Reward brings us capability that we want to deploy, but it's an extremely well-run, growing business. So we are not urgently deploying our resources into their customers because we are having such momentum, as you know, organically at the moment with the sales team that's rolling out across the U.S. and Europe, which we told the market would be complete by the end of the first half.

There's already a large sales team that have been recruited. There's already significant momentum in the sales of that team. So going through the process, plowing the rich customer -- customers of Reward as potential upsell for Rezolve is not the first thing that we're doing having made this acquisition. We see that, that will be -- once the team is bedded down, we will push more further into the cross-sell and upsell of our capabilities into their customer base. But it's not a 1st of March focus. It's more like Q2.

Got it. And then my follow-up to get a couple of statistics on Reward. What percentage of revenue is recurring? What was the growth rate if you could share in '25 over '24? And then maybe, Dan, help us understand the time to sustainable profitability for Rezolve?

On the first question, I can't answer those because we are in a close period, and we haven't release those numbers. So you've asked some numbers, which I need validation before putting out there. You asked the other question about profitability.

As you know, Rezolve was profitable in December of 2025. And obviously, we've started to build out infrastructure in our sales organization, but we are generating profitable revenue. So we believe that we will be profitable towards the end of this year, as we stated in the market. And Reward adds profitable revenue to that process. So it may accelerate our profitability time line.

We are now going to proceed with our next question. And the question comes from the line of Matt VanVliet from Cantor.

Can you maybe talk about the growth rates of the Reward platform across the 3 pillars you mentioned banks, retail and intelligence. Just sort of what those growth rates look like? How different is one versus the other?

Well, I want to leave this because I don't want to -- sorry, I've got some feedback. Sorry. Somebody used to go on mute. The answer to that, Matt, it's -- I can tell you that the business as a whole has double-digit growth rates, but we haven't released the specific numbers at this stage, but double digit. So it's growing nicely. Jamie, if you can give a rough guideline on how that splits out between the 3 areas, that would be great, and I'll go on mute now.

Okay. Thanks, Dan. Consistent with Dan, I think generally, we're seeing those double-digit growth rates around the 20% mark across all 3 of those business lines. Obviously, the makeup of the customer group is quite different. If we bring a bank on board, that brings millions and millions of consumers on to us. And so we kind of measure by eyeballs as well, not just the number of banks. So it's fair to say that it's pretty consistent with what Dan said. So all 3 are growing healthily with lots of demand.

Okay. Helpful. And then on the intelligence pillar you talked about, I guess, how similar is that offering to the Resolve platform? Do you expect that to be sort of integrated over time? Or do you plan for now to be a separate product line?

So I'd say a bit of both. So I think Dan talked about feeding in our rich data sets into the current Rezolve model through the customer purchase cycle ultimately to help retailers convert sales. But what our intelligence platform also does is to support that customer purchase journey by giving more information to the retailer around their customer.

So the Rezolve platform is very clear to see what is happening with the customer in the retail environment. What our intelligence solution does is gives more context, more data, more insight in what that customer is doing outside of the retail environment. So whether they're shopping at a competitor, whether they're going to a different brand, what they're spending in the sector, all of that will feed the models, so that we can actually have hyper personalized, better product selection, better conversion rates for the retailer as well.

[Operator Instructions]. We are now going to proceed with our next question. The questions come from the line of Scott Buck from H.C. Wainwright & Co.

Just one for me. I'm curious, Dan, if you guys could give a little bit more color on intent around integration and branding. Are you going to rebrand royalty? Or is this going to operate as a subsidiary of Rezolve for at least a period of time?

So unlike the other acquisitions we made and those that we have indicated to you that we plan to make in the area of search, enterprise search and some other areas related to that, Reward will be stand-alone as an operating business under Jamie's impressive stewardship, and we look to expand that business and help accelerate its growth into other markets. However, we will be cross-selling and upselling each of our products to each other. And -- but as a branded entity, we will keep Reward branded Reward as part of Rezolve.

We have no further questions at this time. So I hand back to you for closing remarks.

Thank you, and thank you to everyone 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.

Good morning to everyone. Welcome to Rezolve's First Half 2025 Earnings Conference Call.

Leading today's discussion are Dan Wagner, Rezolve's Founder and CEO; and Rich Burchill, Rezolve's CFO.

Our first half 2025 earnings press release was issued earlier this morning 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 our 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 our 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 very much, Michael, and thank you, everybody, for joining us today.

Before we get into the results, I want to address something directly. In recent days, anonymous short sellers have attempted to spook genuine investors with publications that are libelous, misleading and scarless in nature to the extreme. These so-called reports are nothing more than a collection of baseless allegations made by cowards who hide behind anonymous entities and cite anonymous sources. Nothing they publish is on the record. Nothing is validated. And because they refuse to stand behind their words, they cannot be held to account for their disgraceful actions.

Let me be blunt. This is market abuse. It is designed with one objective to take money out of the pockets of real investors by deliberately spreading false and alarmist narratives. It is shameful. It is manipulative, and it should be stamped out by the authorities. If there were a mechanism to hold these people legally liable, we would pursue it. Until then, the best response is what we are here to discuss today, facts, results and the extraordinary progress Rezolve has achieved. That is the truth, and that is what investors deserve.

So this is an exciting time for Rezolve as we find ourselves at the forefront of an AI revolution that is sure to transform online search and digital commerce, a market that, in our view, is well past its sell-by date. Our first half results not only beat expectations, but also allowed us to raise guidance to $150 million ARR for 2025 and set a new $500 million ARR target for 2026, the majority of which is contracted recurring revenue.

With our market-ready AI-powered e-commerce solutions underpinned by our proprietary technology, we have seen growing momentum in our business throughout the year as the demand from enterprises to enhance the digital customer experience and drive both engagement and revenue growth continues to increase.

While it feels like the momentum we've generated has been achieved overnight, given the scaled ramp in our business, it's important to highlight that the road has been anything but. Instead, today's success is based on our decades of experience in search, commerce and payments that led us to found Rezolve almost 10 years ago using a technology that few had heard of at the time.

Before I dive into all of the exciting developments and milestones that we've achieved year-to-date, I think it's important to revisit our mission and our differentiated positioning that, in our view, places us as a leading enterprise solution in the e-commerce and retail marketplace today.

As a brief recap, we founded Rezolve in 2016 to address the very real problems of customer attrition and cart abandonment that have plagued the digital e-commerce experience. We recognized that companies were spending millions of dollars to drive consumer traffic to their digital sites only to have 7 out of 10 customers leave without buying a product which is the exact converse of what happens in a physical store where 7 out of 10 customers do end up buying a product. So we set out to solve the issue of cart abandonment for enterprises, which we believe is based on the lack of knowledge available to consumers on a digital site as compared to when they interact with a great salesperson in a physical store.

Over the last nine years, we built proprietary foundational large language model brainpowa, specifically for e-commerce. And to create the best salesman on the planet, we imbued our model with three fundamental skills or characteristics, deep product knowledge and domain experience, empathy and sales techniques. Because of our decades of experience and our background in the area of predictive text, which is based on probabilistic guesswork and serves as the basis of Gen AI, we believe that AI technology would be prone to hallucinations or mistakes, which we also knew would be exacerbated when using product catalogs.

From our perspective, AI's propensity to hallucinate would be irreconcilable in enterprise e-commerce. And so we've taken a novel approach to solving this problem of hallucinations, which includes securing multiple patents that first enhance the product catalog through creation of a rich probabilistic taxonomy structure; and second, employ a unique multistep process to address customer queries in a way that prevents the technology from making a mistake.

This week, our CTO, Dr. Salman Ahmad and his team released a white paper showing brainpowa performing competitively with leading public models like GPT-4, Claude and Mistral, in fact, outperforming them in empathy, contextual relevance and retention-focused e-commerce use cases, all while delivering effectively zero hallucinations.

After creating the best salesperson on the planet, and solving the problem of hallucinations through our patented technology, we took the final step of productizing our tech into a set of off-the-shelf enterprise solutions, collectively known as the Brain Suite.

In providing these details, I want to highlight the immense opportunity we believe that Rezolve finds itself in today, an opportunity to upend the $30 trillion market in e-commerce and retail with a uniquely differentiated enterprise solution supported by proprietary technology built specifically for e-commerce, free from hallucinations and available in a productized solution suite. We are defining the indispensable infrastructure for the age of agentic commerce, offering enterprises a platform that is ready to support autonomous AI agents that can search, transact, fulfill and personalize in real time, laying the foundation for the next era of enterprise commerce.

With that background, I'd like to provide you with a brief recap of our business activity in the first half of 2025, followed by an additional commentary later in the call around how our business is trending as we head into the year-end. On our last earnings call, I discussed the important actions we had taken in the back half of 2024 and early 2025 to put Rezolve on a strong footing to grow revenue and acquire customers. Those actions included securing landmark partnerships with Microsoft, Google and Tether as well as strengthening our balance sheet by eliminating legacy debt and building cash through successive oversubscribed financings, ending September with approximately $230 million in cash.

In the first half of 2025, revenue surged to $6.3 million, surpassing the $5.1 million analyst consensus and marking a more than 426% increase versus the prior year. Gross profit margin hit 95.8%, dramatically ahead of the 60%, 70% range expected by analysts. We also beat consensus on adjusted EBITDA, reporting a loss of just $17.7 million versus the $18.7 million expected.

This balance sheet strength gives us the firepower to execute on strategic M&A, which expands our global footprint and provides significant upsell opportunities into the Brain Suite, cementing our leadership in a market that is rapidly scaling worldwide. These were crucial developments in establishing a solid foundation, allowing us to focus our efforts on scaling our organization and driving growth through the three main pillars of our go-to-market strategy, namely direct sales, partnerships and acquisitions.

We began the first half of 2025 with the acquisition of enterprise search company GroupBy, which allowed us to acquire talent, including experienced salespeople and to increase our roster of consumer brands in North America. As I've previously mentioned, we believe that employing a greater roll-up strategy through acquisitions can accelerate customer adoption of our Brain technology suite, provide an opportunity to cross-sell our expanding tech and service offerings to global enterprise customers and allow us to quickly expand into noncore geographies. The acquisition of GroupBy, combined our strategic partnerships with Microsoft and Google, helped support early momentum in generating customer adoption with enterprise customers spanning the globe.

The success of this strategy was immediately demonstrated by the multiyear agreement we announced with Mexican premier department store chain, Liverpool, for nearly $10 million per year. This upsell to an acquired customer exemplifies how our M&A strategy not only brings new enterprises into the Rezolve ecosystem, but also creates immediate opportunities to expand revenue from those relationships. And so throughout the first half of the year, we continue to leverage our strategic partnerships and acquisitions while concurrently building our internal sales team.

Our approach proved successful. And by mid-June, we announced that we'd secured more than 50 enterprise customers and achieved $70 million in average annual revenue -- annual recurring revenue rather, from a standing start.

We concluded a successful first half of the year with a major milestone. Rezolve's inclusion in the Russell 2000 and Russell 3000 indices less than a year after we began trading on NASDAQ as a publicly traded company. In our view, Rezolve's inclusion in the Russell Indices served as a testament to the significant progress we made up to that point.

We entered the back half of the year looking to build the momentum generated in early 2025 with a focus on driving scale and relentlessly executing across all 3 pillars of our go-to-market strategy. As a result, we have made significant progress in recent months that we believe will serve as a launch pad to accelerated growth. Some of those exciting developments have led to success in scaling the organization and up-leveling talent, expanding our technology offerings and services, deepening and broadening out our partnerships to drive customer adoption and securing landmark capital raises to support future growth.

Before elaborating on some of these recent developments, I wanted to briefly begin by mentioning a key milestone we recently celebrated, namely Rezolve's one-year anniversary as a public company trading on NASDAQ. It was a landmark event for the company and our investors and a proud moment of achievement for many of the management team that have been on this journey with me for nearly a decade.

Turning to business. One of our goals as we began the second half of the year -- excuse me, one of the goals as we began the second half of the year was to drive organizational scale and up-level our talent through both acquisitions and organic hiring. We believe that this is a crucial element in executing on our go-to-market strategy as we look to rapidly expand our global footprint and establish a clear leadership position in AI-powered solutions for retail and e-commerce.

Building on our successful acquisition of enterprise search company GroupBy, we recently acquired ViSenze, a Singapore-based AI retail tech company. This acquisition, small, enhances Rezolve's engineering talent, expands our customer roster of globally recognized brands and serves as a strategic hub with access to the Asian market.

Additionally, we made a number of key hires in an effort to up-level our talent throughout the organization, most recently announcing Crispin Lowery as our EVP of Growth. Mr. Lowery, formerly of Microsoft and Google, is tasked with leading Rezolve's global expansion efforts.

We've also been keenly focused on expanding our enterprise-based solutions. And in recent months, we have announced a new vertical, our professional services division and the innovative technology visual search, led by former Tata Chief Technology Officer, Sauvik Banerjjee, our professional services vertical was launched in direct response to greater customer demand for support in integrating and optimizing Rezolve's Brain Suite solution as well as enhancing data around customer product catalogs.

We also recently announced the launch of visual search, a new feature integrated into Rezolve's Brain Suite that allows consumers to use images to engage with our conversational commerce solution to shop for similar items in an enterprise retailer's product catalog. We're excited to continue to bring these solutions to our enterprise customers and through early -- and though early, we are seeing great interest in both professional services and our visual search feature.

Consistent with our professional services strategy, this division is also providing significant implementation resources to Brain Suite clients as they deploy our technologies at scale.

Our growth is reinforced by partnerships with Microsoft and Google, which provide both global cloud infrastructure and extensive go-to-market resources. Microsoft and Google Cloud power our brainpowa LLM and commerce applications at enterprise scale, while their co-sale programs accelerate our distribution to enterprises worldwide.

While our primary focus remains on these partnerships, we continue to evaluate opportunities to broaden our reach with other platforms over time.

Looking ahead, we are making significant progress this quarter on embedding digital asset capabilities into Brain Checkout, further cementing our leadership at the intersection of AI, commerce and next-generation payments. Following two oversubscribed financings totaling $250 million, we ended September with $230 million in cash, an endorsement of institutional confidence and the foundation for accelerated expansion. As a result of our successful efforts, we've achieved $90 million in ARR and quickly grown our total number of enterprise customers to more than 100 from the 50-plus we reported earlier in the year.

Moreover, our expanding roster of enterprise customers increasingly includes globally recognized brands such as Ferrero, H&M and Urban Outfitters, even as our enterprise customer pipeline continues to build across an increasing array of verticals, including beauty, fashion, furnishings and QSR.

Overall, I couldn't be more pleased with the immense progress we've made and the milestones we've achieved thus far in 2025. From a standing start at the beginning of the year, we've generated growth that appears to be increasing in momentum. And as our recent capital raises show, we will look to build on that momentum to further accelerate customer adoption and revenue growth.

While we've achieved so much in a short amount of time, I look forward to a strong finish to 2025 and believe that we are well positioned to build on our success in 2026.

With our road map extending to a $500 million ARR exit in 2026 and with crypto capabilities on the horizon, Rezolve is positioned to lead the next decade of commerce innovation with durable ARR growth, an expanding roster of enterprise customers, crypto-enabled brain checkout on the horizon and Brainpower validated as a safe, competitive and reliable model for enterprise deployment.

With that, I'm going to hand over to my CFO, Richard Burchill, who will take you through some of the numbers.

Thank you. Good morning to everyone joining the call. Dan has highlighted some of the many ways in which 2025 has been a transformative year for Rezolve as we continue to build our customer base, strengthen our partnerships and scale our organization. Accordingly, we continue to generate momentum across our business as we deploy our unique commerce-specific brand suite to drive our financial flywheel. This includes raising 2025 guidance to the minimum $150 million ARR after materially outperforming analyst forecast in the first half delivering contracted subscription revenues, high gross margins and a flexible cost base. Our Brain Suite is now agentic commerce-ready out of the box, giving enterprises the ability to deploy autonomous AI agents that can search, transact, fulfill and personalize in real time. And we now also set the 2026 guidance at $500 million ARR.

In today's discussion, I'll provide a recap of the first half of 2025 financial highlights, discuss the actions we've taken to further strengthen our balance sheet to support future growth and provide an update on the full year 2025 financial outlook.

Let me start with our first half 2025 financial highlights. So after beginning 2025 from a standing start, we ended the first half of the year with revenues of $6.3 million. This is above the $5.1 million consensus estimates a 426% increase year-on-year. We also beat consensus on adjusted EBITDA, reporting minus $17.7 million versus the minus $18.7 million expected. And this was driven by contracted subscription sales related to the licensing of Brain Suite products, namely search tools and geofencing software to our enterprise customers.

Gross margins exceeded 95% as the majority of our revenues were derived from licensing of our cloud-based software solutions, and this demonstrates the powerful operating leverage generated by our SaaS-driven business model.

Our net loss was $57.8 million, and these losses were largely driven by noncash or onetime charges with underlying monthly operating cash burn on a BAU basis at $2.6 million, which is in line with the guidance we gave in April.

In addition to reviewing the financial results for the first half of the year, I want to take a moment to highlight the numerous actions that we've taken to continue to strengthen our balance sheet and our liquidity position as we scale operations to drive this growth.

As I mentioned on our last earnings call, we ended the first quarter of 2025 in a position of financial strength -- after taking considerable measures in the back half of 2024 and early '25 to eliminate $91 million of legacy fixed rate convertible debt related to the company's de-SPAC process, which completed with Rezolve's listing on NASDAQ in August 2024. As a result of those measures, we reported in April that the company's remaining debt was solely comprised of the $30 million traditional interest-bearing bank loan secured with Berenberg and $6 million of convertible debt and promissory notes that would eventually be converted to equity. And I'm pleased to say that the majority of that has now converted.

Following two financings in Q3 totaling $250 million, we ended September with approximately $230 million in cash on the balance sheet. And we've also reduced legacy debt balances, further simplifying our capital structure. This positions us to accelerate global sales expansion, scale the organization and pursue accretive acquisitions.

Looking ahead, I want to provide our updated thoughts on the outlook for the year. We've already secured more than $90 million in ARR against our prior targeted guidance of $100 million ARR by year-end. And given this momentum we're seeing in our business, we are now raising full year '25 guidance to a minimum of $150 million ARR exit rate. And looking further ahead, we have set guidance for 2026 at $500 million ARR exit rate, reflecting strong demand momentum and pipeline visibility that we have.

We expect cost growth, which is driven by headcount, marketing expense and hosting costs to continue to increase in line with revenue as we scale the organization. However, we do believe there is an opportunity to drive growth by accelerating investment in our sales organization and broadening enterprise solutions to include professional services.

We anticipate professional services having materially lower margins than those associated with our license SaaS business line, and those margins range from 18% to 45% with professional services representing a more meaningful share of revenue going forward, this will result in lower gross margin as we move forward. And consistent with our professional services strategy, this division is also providing significant implementation resources to Brain Suite clients, and this allows us to deploy our technologies at scale. Our SaaS-driven businesses will continue to deliver world-class margins while professional services broaden our enterprise footprint.

Overall, we remain excited about the growth trajectory of our business as Rezolve AI cements its role as an indispensable infrastructure for agentic commerce and remain steadfast in our approach to prudently manage expense growth while executing our key strategic initiatives to drive this growth.

And now let me turn you back over to Dan.

So thank you, Richard. And so that brings us really to the end of this call. I just wanted to finish by saying that we're very grateful to the investor community supporting our activities and our momentum. We're extremely excited to be at the helm of this wonderful business that is showing such fantastic traction and momentum.

As I mentioned before, nine years in the making to get to this point. It's been a long journey, but we feel that 2025 is the first year where we've been able to introduce our products to the market see some momentum in its take-up. And that's very rewarding for all the people who toiled away so many years on the technology, perfecting it and getting it right so that it's ready for prime time.

Well, it's ready for prime time now. And we're very excited, enthused and bullish about our prospects for the coming years. Thank you very much.

Thank you, Dan. Sandra, please open the line for questions.

[Operator Instructions] We will now take the first question from the line of Yi Fu Lee from Cantor Fitzgerald.

A very strong guidance raise for 2025 and '26 to end a productive first half.

So, maybe to start with you, Dan, and then I will follow up with Richard on the financial side. Not to take any away from a highly productive first half delivery. As you highlighted, a report was published earlier this week that called out certain matters about the business into question. And we think this is a great opportunity to address some of these points publicly.

Would you please, Dan, kindly address the following three items. Firstly, update on the Microsoft and Google revenue contribution to date? And any views on the trajectories of these key partnerships to the business?

Secondly, Dan, your view on customer acquisition and definition of the new logo.

Lastly, Dan, comments on Rezolve's technology as it relates to the proprietary large language model and how is the platform built and the IP behind it?

Okay. So I got the two questions, which I'll answer, and then you'll have to repeat the third. So our partnerships with Microsoft and Google are at the highest levels as demonstrated by their endorsement of the company and our technology on the videos that are available on our website from senior executives, Nick Parker and Tara Brady. We engage with these partners at the senior level in quarterly business reviews and management meetings, which filter down to different industry leads for organizing meetings, tracking technology integration activities and other elements.

Microsoft and Google have both enhanced the capabilities of Rezolve's momentum within their customer base by encouraging their customers to buy Rezolve products as if they were Microsoft or Google products by giving them 100% credit against their financial commitments to those companies. That means that when we are introduced to a lead through these partners, the customer already has a commitment to Microsoft or Google and can offset dollar for dollar that commitment when they buy Rezolve products. They've also incentivized their sales organization to sell Rezolve as if it is a Microsoft solution by crediting the sales of Rezolve technology to their customers dollar for dollar against their salespeople's quotas.

Now that perfect storm of encouragement then allows us to walk into those customers that are introduced to us, and we have contracted SLAs that Microsoft, for example, have to introduce a certain number of hot leads in any quarterly period, and those numbers are allocated to different regions like Europe, United States and Asia. So they are committed to giving us -- they're contractually committed to giving us warm leads, and we work together to secure those accounts. So that's the first question.

The second was about revenue. Well, I mean, it's clear that our strategy is through the three-pronged approach of direct sales, partnership sales and acquisitions. And we have identified that acquiring the old school search companies like GroupBy, there's no disrespect to them, but they're not using the conversational commerce engine capabilities that we built with Brain, with Rezolve. And so by acquiring those old style interfaces to digital channels, we can upgrade all of those customers much quicker than if we were to go and sell them through our direct sales channels. It's a much faster route to upsell.

And the perfect example of that is Liverpool. Liverpool being a customer of GroupBy, very shortly after the acquisition, we were able to secure a massive increase in their monthly spend and their yearly spend through a new $10 million a year contract. And Google were very helpful in closing that deal with us. They sent somebody from Mountain View to London and one of the people from London joined us. The Liverpool management came to London to see us in the office because they wanted to know more about who the new owners were of their partner, GroupBy. And the result of that was a $10 million annual contract. And this is a good example of how leveraging our technology into this market through an upsell from an existing relationship is much better and much less expensive for the company than going out cold calling new accounts one by one.

Could you just ask me the third question?

Thanks for the very comprehensive response, Dan. And the last part of -- the last piece of the question is really the technology. I think one of the questions they had on the report was the technology. It called into questions, right, about the development of the model as well as the IP.

Yes, yes, I got that. Okay. So first of all, what they were referencing was a remnant app that's called mybrain.zone. You can go to it at mybrain.zone. It was an app we put up in 2022 that's not been supported. I think there's -- we looked at the stats after we saw it because -- and we've taken it -- I think we've taken the app from the app store down, but it was like a test.

What we were doing was we were putting up a multi -- it was like a consumer illustrative app to show how you can search the Internet and get answers from Gen AI. And what the query -- when you put a query in, it would use a different model depending on the query. So if you ask a medical question, of course, brainpowa doesn't cover medical stuff, it would use a medical LLM. It might use Llama or Mistral or something or maybe DeepSeek if it was out. If you were asking a question about holiday in a FIFA, it might search ChatGPT. And so what we -- and what it would do is it would search the Internet, pull back results and then use one of those language models to interpret the results depending on the area of expertise.

But really, it was a remnant app that we stopped supporting about two years ago. And so we've -- it was nothing to do with our business solutions. It's nothing to do with our professional services. So the whole premise of that was that the technology we have doesn't exist in all the rest of it, as you've seen, clearly, that's nonsense. And clearly, we wouldn't be partnering with Microsoft and Google, and they wouldn't say the things they said about our technology if it didn't do what it does. And you will have seen also that we put up a white paper today showing how effective our technology is against our peers.

So, just to clarify that, Dan, like is it a retail item, right? Obviously, Rezolve is going to do the modeling, right? You guys pick over the recommendations, right? If it's something beyond obviously retail, right? Like you said, health care, medical appointment, right, then that's when you pull in other foundational models to help you guys.

No, sorry. I just want to be clear. That app was like a little test we did, and we put it out there. We should have dissolved it. It was before we were a public company when we put that up. I mean it was just like a test of our technology to see how we would be able to use our LLM and others in a multimodal solution to serve consumer general queries. But it's not a business we want to be in. We just wanted to test it out and see -- it was a skunkworks project really. It was never launched formally. It was never promoted. It's been something that we've shelved years ago. So it was kind of very misleading, I think, to try to picture that as what we're selling today. It's nothing to do with it. It's a remnant Skunkworks project that no longer is supported or exists.

Got it. Extremely helpful and very comprehensive. I'll move on to Richard on the financial side. Richard, also a three-part question. I'll take the question for the sake of time. And then if you have any follow-ups on like that I missed anything, like feel free to have me repeat it.

Firstly, Richard, like what gives you the high level of confidence on increasing 2025 ARR guidance by about 50% to $150 million to exit 2025 and then more than triple that to $500 million next year. Can you help us bridge how Rezolve could get there, number one? And what's the equivalent turn from ARR to revenue? Like this will inversely help us, the analysts model the company? That's question one on the guidance, Richard.

Number two is your breakdown in terms of revenue ARR contribution generated organically from Rezolve versus inorganic deal like acquisition like GroupBy, et cetera?

And the last piece, Richard, is the last guidance on breakeven point was, I believe, $90 million in revenue. Any change on that based on the new guidance? And that's it for me.

Yes. So look, we are very confident in raising our guidance. If we weren't confident, then clearly, we wouldn't have done it. The rate -- the increase to $150 million, we've sat down and we have a very clear pipeline of how we're going to get there. It is a mix of acquisitions and upsell and new customer revenues that we're going to put in there. In 2026, that tripling of that revenue, again, it is the full year impact of '25 plus a huge amount of growth that we've got coming through.

Rich, like in terms of revenue, I see no guide to revenue, but like it will help us because like ARR could like, let's say, if it comes in the back half of the year, it could like distort our revenue number. Any like tips for us to help model that?

So, sorry, so you're looking for 2025 full year revenue? Is that what you're looking for?

Because at the end, you're guiding $150 million in ARR in 2025 and $500 million for the next -- the following year. We just want to get a feel like is it more back half loaded like the seasonality behind that because it could obviously materially change our revenue projections.

Yes. So we will exit this year, month of December, for example, will be in excess of $12 million of annual recurring revenue in that month. That's the exit month of 2025. And that's the achievement of all of the revenue and the momentum and the customers that we've been winning throughout the year and when the rubber hits the road and the monthly fees start to land on our P&L. And the same is true for the exit of 2026, just nearly 5x.

But Dan would you say like it's more back half loaded or front-half loaded? Like we just want to get a sense of who can model it...

I don't think it won't be front half loaded. Look, we'll keep them as we've done in the past, we'll continue to keep the market very well informed, and we'll keep announcing milestones as we achieve them. We're not going to wait until the end of 2026 to let you know about that. But obviously, we are very bullish on $500 million exit of 2026. We expect to put out numbers that we expect to beat, obviously. And so we're very bullish on it. We're solid on that number, and we're confident of exiting the year at $500 million ARR or more of 2026.

Got it. And then, Richard, just to follow up on the revenue ARR contribution organic versus inorganic breakout. And then the final piece was that last time you guided breakeven level was $90 million, I think, in revenue. Any changes to that based upon the updated guidance? And then I'll have one.

Well, we do have a very clear focus to roll up search companies in the market. We're going to be acquiring -- given the success we've had with GroupBy, we'll continue to buy these end of life, in my view, end of market companies. We can buy them relatively cheaply, and we can upsell our technology and convert those customers very quickly to our technology. We improve the margins, and we improve obviously, the revenue overall. And there is a great opportunity to consolidate that old search marketplace. So that plays a part in it, and we're in discussions with a number of potential acquisitions in that space that obviously contribute to 2026 revenues.

But we also have a very bold plan of rolling out our organic search -- or sorry, our organic sales infrastructure with Crispin's appointment to lead growth with the significant amount of capital that we raised to deploy in the field. We're looking to build a very substantial U.S. sales organization across multiple cities with salespeople on the street. We don't have that today. I mean, remember, we've achieved all this with 22 salespeople globally. That's remarkable so far this year and with very little public marketing activity. With the recent capital raises, we're going to be deploying significant capital into sales and marketing globally. And we believe that that's going to have a massive impact on the take-up of our services around the world.

So we will continue to pursue the strategy that we have started with, which is proving to be successful of organic growth, direct sales, partnership sales, which drive that organic growth and acquisitions, which also drive organic growth to a degree as we acquire revenue and upsell them and improve the revenue from those partners -- from those customers.

We will now take the next question from the line of Mike Latimore from Northland Capital Markets.

Excellent. Yes. Congrats on the strong start to the year and the developments throughout the year here. I guess, Dan, you've talked about getting to 100 enterprise customers, I think, up from 50 the last time we talked. Can you talk a little bit about the source of those customers? How many are upsells versus maybe new through Microsoft or direct sales?

Well, we haven't broken that out. I don't know out of that, how many came from Microsoft, how many came from Google, how many came through acquisitions. But the statistics speaks for itself. I mean, we are seeing fantastic take-up, very enthusiastic engagement with us, good momentum in revenue. I mean, across the board, we're seeing very, very positive interaction with our products and services.

Yes. Great. And then on the professional services, you hired somebody with obviously a great background. And then you also have -- you talked about some third-party providers as well, sort of Tier 1 systems integrators. Can you just talk a little bit about how you divide your responsibilities and professional services between internal and some of these third parties? And then on your internal group, how many people do you have? Or do you think that number goes over time?

So those other companies, Wipro, Cognizant, et cetera, they're customers. They're not partners. And they are buying technology services because we have a very large and deep depth of AI skilled programmers and natural language developers. So as a result, there's a lot of demand for those resources. And people are coming at us saying, can we utilize those resources for our projects. And we're going, of course. So we're finding a rich seam of opportunity that's coming to us to assist all sorts of organizations, not necessarily in commerce and retail, who want to leverage our capabilities and skills.

And of course, Sauvik who runs our professional services has very deep connections and network with customers of Tata because he was there. And those customers, of course, know of his appointment at Rezolve and what he's doing. So we're winning business slightly outside of the area of commerce and retail in terms of professional services, and we're excited by that. I mean it's profitable revenue. It's profitable business. They are long-term contracts. And we have deep capabilities in the space that we can provide those customers.

So in terms of the internal professional services team, how many people are on that team? Where do you think that goes to over the next year?

I think it's at least 250. It might be a bit more now, but it's 250 from a standing start again. And that's going to grow. But these are fully engaged high-level AI engineers.

We will now take the next question from the line of Tom Forte from Maxim Group.

Great. So, first off, Dan and Rich, congrats on the performance and the progress. I have a statement, a question and a follow-up question. So, my statement is, Dan, having seen you bootstrap results get where it is today, I'm excited to see what you'll be able to do with the company now that you are much better capitalized. So, my first question is, Dan, can you talk about your prior efforts in scaling a sales force for the earlier companies that you started?

Yes, of course. Well, first of all, I would like -- thanks, Tom. I'd like to say that previously, the result was armed. Now we're armed and dangerous. We have resources available to us to execute. When I was a much younger man, I ran an information services company that became the world leader. We had to roll out under a lot of pressure, a large sales organization in the United States that we didn't have at the time. We had a small team in New York. And so we ran a boot camp in Dallas, where we invited -- we advertised for salespeople, and we had about 250 people come to a boot camp for three or four days. We trained them on our products and services. We determined who was good and who wasn't. And then we recruited about 50 or 60 of them, and then we sent them back out into the field into seven sales offices. That was a very successful recruitment program. It was done as a very intense process, but the result was very capable sales organization across the United States in satellite offices.

Now I'm not suggesting we necessarily do that today because Crispin brings with him a huge network of very capable sales managers and sales executives. And he's drawing on that from his relationships, from his many years at Google and Microsoft selling services to corporates. So I think the rollout plan is going to be driven slightly differently in this case, to a much more sophisticated approach of recruitment from existing technology organizations who have very capable salespeople proven and trusted. We've also got a large network myself, of course, having been in technology for 40 years.

Wonderful. All right. And then for my follow-up question. Can you talk about your strategic M&A strategy? Are you looking to acquire sales talent, intellectual property, client lists? How should we think about your strategy?

Well, I think it covers all of those areas. And there are some very important things that we're going to -- there's very important acquisitions and stuff that we're going to be doing in the coming months and years that will reflect what we're trying to achieve.

So, first of all, let's kick to where we are and what we've done today. So the notable acquisitions we've done today is GroupBy, which was a, let's call it, traditional search company. And we have shown to ourselves that is in a very effective way of acquiring talent, individuals, capabilities, relationships with customers and revenue, of course, and the ability to upsell those customers into the new suite of solutions that we offer.

And in the case of ViSenze, which is a very small acquisition, it was about $5 million or $6 million, I think, in total was the acquisition cost. We acquired a great small talented team who are very sophisticated in their local market customer base and know them have been around a while, brought with them some great technology that we liked, but gave us a footprint, gave us a presence in instant office and instant talent in Singapore.

So our forward acquisition plan at the very high level, very simple level is that we will acquire talent where we think it's value for money. And we will acquire revenue and businesses which have both talent, capabilities, possibly technology, customer relationships and the ability for us to upsell our technology. That's one of the drivers.

But there is another angle, which we haven't done as yet, but we will be doing, and you will see it coming through, is that we want to put some important foundations down for our crypto payment infrastructure. We need some technical enhancements to that, and we see opportunity there that we will be clearly -- more clearly explained at the time of those announcements. But it will give us an important foundation upon which to build our very ambitious crypto payment infrastructure that we are looking to roll out soon, and you'll hear news about this very soon with our partner, Tether, USDT. And that's a very important part of our whole proposition.

We see both AI and conversational commerce on the one hand and crypto payments or blockchain-based transactions. On the other hand, the two key parts of the future of the digital commerce and digital engagement of the future. And we want to be the dominant market-leading player in that space. And in order to do that, there are some pieces that we need to put in place that will become apparent when we make those announcements.

We will now take the next question from the line of Rohit Kulkarni from ROTH Capital Partners.

Dan and Rich, nice job. Just a high-level question in terms of the number of customers you have listed in the press release, more than 100 live customers. Maybe talk through which categories of use cases or pain points you think Rezolve has been most successful in addressing as these customers start to use your applications. I see a lot of case studies online. That's helpful. So maybe just recap where do you see Rezolve being most successful? And near term, in terms of new products and new priorities in improving those pain points, where would you think is your focus area, Dan? That's the first question.

Okay. So, thank you, Rohit. So the first point, our whole proposition here is to improve conversion for our customers. The ability for them to reduce the attrition that they have currently in their digital channels, which is 70% on average, and that's pretty awful, reduce that by some percentage and improve conversion.

And then, of course, the ways that we do that cover a number of different areas. But I think the first area, of course, is conversational commerce, product discovery, allowing a customer to get better information on the products. And the example I've used many times that you may have heard is that if my wife tried to buy me a mobile phone online, she couldn't do it because she doesn't know what iOS is or Android or a megabyte or a megapixel or an OLED screen. But if she went into an AT&T store on 34th Street in Lexington Avenue, and she said, I need to buy my husband on a mobile phone, after one or two questions, does he use a PC or a Mac? Does he use his phone all day and need a long battery life? Do you want a high-end spec phone or whatever high-spec camera, one or two questions. And then that salesperson would be able to present to my wife a phone that she would likely be able to buy for me. So we're trying to.

Make that experience on the Internet. We're trying to make that experience on the AT&T in this example, the AT&T website. Now that's the first. And we're seeing very great improvements in conversion as a result of our search and product discovery capabilities.

Then we move to image search, which is fairly newly introduced, but the ability to compare -- to use image to find similar products, to take a picture of your trousers and upload it and find what other trousers are similar to this in that retailer's catalog. That's a very attractive enhancement.

The other is -- there is a couple of others, but I'll just cover one more. The other is the example of using geolocation zones or triggers to engage with a customer who's in a physical environment and drive them to a transaction. And Dunkin' Donuts, for example, uses that, amongst others, like Coles in Australia so that they can trigger an engagement with a consumer who's nearby to a store or arriving at a store and trigger an engagement of a transaction before they have to go to a checkout line. And that works very well through drive-thrus, Dunkin' being an example there or convenience store pickups, which is Coles in Australia, example there. But there are many others. And we're saving material amounts of time through those engagements. And we put some stats out about the number of geozone triggers we're doing and the estimated time of arrival and notifications we're giving those stores in today's announcement.

So it's a combination of those things. And there's a few others to do with SEO and other things that we do, but it's all based on AI-driven enhanced ways to improve conversion and checkout. That's our objective. Increased sales for the customer. We're not trying to use AI to reduce overhead, get rid of staff in your call center or stuff like that. We're using AI and technology that we own to help to increase revenue. It's an ROI play rather than a save money play.

Okay. That's well said, Dan. I think very few AI companies are out there that are actually driving incremental revenues out there.

I guess you mentioned Tether. We haven't heard much perhaps you're working hard under the surface on the crypto stablecoin strategy. There's definitely stablecoins are having the moment here and perhaps talk through where are you with integrating Tether in your wallet? And how soon should we expect it to drive more merchant adoption as you have a more fully integrated solution?

Well, look, as you heard today, we're having fantastic momentum in the conversational commerce and search and discovery and these areas. But I am extremely excited about the planned introduction of our crypto payment method and solution. And I will be -- there will be some announcements in the very imminent future. And on the back of those announcements, I will hold another investor call like this to explain exactly what we're doing and why. And I think I'm going to have to leave that until then. But you'll see in the announcement today that we said we will be making updates on progress in this quarter, and so expect that to be coming soon.

Okay. Great. Two quick questions for you, Rich. One on professional services to the extent you can provide more detail on percentage contribution assumed in your '25 and '26 ARR. Any color? Thank you for providing the gross margin distribution for that. But if you could provide any -- what are you assuming for professional services contribution in your '25 and '26 ARR contribution?

Yes. So, '25, we expect it to be in the range of 15% to 30%, probably towards the bottom end of that. Obviously, we are scaling it at pace. Probably the biggest challenge is having enough engineers available to fill the contracts.

Okay. And anything on '26 directionally up or down or flat...

I mean, so '26, it will be a significantly lower part. As Dan has said, our focus is conversational commerce and driving incrementality for those retailers.

Great. And similar question on EBITDA or profitability. I know these -- the jump that you are having in ARR lends me to think that there is a natural point of intersection when you actually start generating positive EBITDA fairly quickly. So perhaps talk through how should we think about profitability and maybe fine-tune your assumptions on expenses over the next 6 to 12 months?

Yes. I mean, look, we are acutely aware of not overspending. We are very careful with our money. And therefore, we expect to get to profitability by the end of H1 Clearly, there is a bit of a land grab going on, and it is possible that we -- that could get pushed back if we decide to push the sales team harder or increase the sales team, for example, at a greater rate. But right now, we would expect it around the end of H1.

We will now take the next question from the line of Brian Kinstlinger from Alliance Global Partners.

In the name of time here, I think that you're pushing. I'll ask my two questions in one. As adoption has increased and Microsoft and Google are introducing to new logos, can you speak to whether the sales cycle is improving and what they look like for new logo wins?

And then my second question is maybe discuss the relationship between ARR and reported revenue. For example, if you're at a $90 million run rate, when should revenue actually reflect that based on installs? Is that three months away, six months away, nine months away?

Yes. Thanks, Brian. So, first of all, with Microsoft and Google, these are large organizations. They don't move necessarily as quickly as us. So it takes time for the engine to rev up. The infrastructure that we've built and the relationship that we have is very solid. The engagement is very regular. We are -- and they are very, very pleased with this partnership. Both of them are very pleased with it as we are.

And we think that there is momentum building with both partners, and that is just in addition to the activity that we're seeing through our own direct efforts. So it's a fantastic relationship that we have with both of them, and it's a relationship that is developing in a positive way as time goes on. But it took a little time to warm up in the first half of this year.

Bear in mind, we only announced them at the end of last year, and then it took a little time to sort of get everything underway, all the processes in place and the activity to really start to drive forward. So that's happening now. It's fantastic, and we're very, very bullish on it.

What was it -- remind me the second question?

The relationship between ARR.

The relationship between ARR, right? All of our ARR statements like the $90 million that we've achieved to demonstrate that we have signed contracts as of now that will result in us exiting this year today at $90 million ARR. So as of right now, $90 million is guaranteed exiting this year. But because of all the ones that are in process right now, we expect to exit this year with $150 million plus. In the month of December, it will be a $12 million plus revenue month.

Revenue month Sorry.

And in terms of when you expect to see that relationship roll through to revenue, we're looking at seven to nine months, I would say.

Great. That's helpful. But just back on the first question, can you speak to what the sales cycle looks like? Is it six months? Is it nine months or?

It very much depends on the channel. So if it's a direct sale from an organic salesperson going in, it can be three to six months. And if it's a partner introduced sale, that time line can be shortened to three to four months, maybe sooner. And when it's an acquisition sale, it can be almost -- it's very fast because the customer is already using a technology from the acquired entity like GroupBy, and we go and say, we can enhance that and it's going to cost you a bit more and they go fine.

It's like it's much, much easier. It's not necessarily a bit more, it might be a lot more, but it doesn't matter because it's already -- there's no tech shift required. There's no heavy lifting. It's so much easier for them to deploy our technology when they already have all of the connections to our systems, even if those systems have been acquired by us. So it's a much easier process.

We will now take the next question from the line of Scott Buck from H.C. Wainwright & Co.

Just one for me today. Dan, what are you guys seeing in terms of average customer size by revenue? And is there an opportunity to grow revenue within the current customer footprint?

The answer to the first question is that 80% of our customers are $1 million or less a year. And we kind of went into the year at the beginning of 2025, estimating that most customers would be on average about $800,000 a year. And we are pretty much tracking. We're ahead of that because we're winning big whales as well, bigger accounts like Liverpool, right, which is 10x the average.

So it's the usual 80/20 there. It's usual 80/20 rule with the customer base. These are all midsized enterprise, not tiny SMEs, but they're all -- the majority are in the sort of $1 million or less a year. And some go much down to $40,000 a year kind of thing. And then we have -- sorry, what was the second question?

Is there a material opportunity to expand revenue?

Yes., I'm sorry. Yes, yes. Apologies. Apologies, there's so much going on here. So, yes, of course, upselling -- this is the primary opportunity is a customer will take one of our solutions from the Brain Suite and then we upsell them one of the other pieces. They all sit symbiotically together. Some of the acquisitions we may do will enhance the breadth of our offering from customer acquisition all the way through to payment, whereas at the moment, it's product discovery and checkout.

And so we can keep upselling these elements that build the chain from end-to-end. And of course, the crypto payment proposition does that as well. It's an easy upsell to a customer who's already using our solutions to say, "Hey, we can now add a different payment method, and it's very elegant and easy for them to kind of switch that on.

There are no further questions at this time. I would like to hand the conference back to Michael Guido for closing remarks.

Thanks, Sandra. Thank you to everyone for joining us on our call today. We look forward to speaking with you again in the near future.

Thank you, everybody.