What specific terms of the $250 million registered direct offering on January 20, 2026, might impact future share dilution?

Rezolve AI PLC's $250 million registered direct offering on January 20, 2026, primarily impacts future share dilution through the direct issuance of a significant number of ordinary shares.

Key Terms and Dilution Impact:

• Direct Share Issuance: The offering involved the sale of 62,500,000 ordinary shares at a purchase price of $4.00 per share to existing and new fundamental institutional investors.1 This direct issuance immediately increases the total number of outstanding shares, thereby diluting the ownership percentage of existing shareholders.
• Acknowledgment of Dilution: The Securities Purchase Agreement explicitly acknowledges that "the issuance of the Securities may result in dilution of the outstanding Ordinary Shares, which dilution may be substantial under certain market conditions".2 This confirms the company's awareness of the dilutive effect of this transaction.
• No Convertible Securities or Warrants: Unlike offerings that include convertible notes or warrants, which can lead to future dilution upon conversion or exercise, this registered direct offering primarily involves the immediate issuance of ordinary shares. Therefore, the direct impact on dilution is immediate rather than contingent on future events tied to the terms of the securities issued.
• Use of Proceeds: Rezolve AI PLC intends to use the net proceeds for accelerated investment into its sales organization, potential accretive M&A opportunities, and general corporate and working capital purposes.1 While these uses are aimed at growth, the immediate dilution is a direct consequence of raising capital through equity.

The primary mechanism for dilution from this offering is the substantial increase in the ordinary share count.

Quantify the immediate percentage dilution to existing shareholders based on the number of shares outstanding prior to this offering.