Exhibit 10.1

ASSET PURCHASE AGREEMENT DATED AS OF 2 OCTOBER, 2025

by and among REZOLVE AI PLC,

SMARTPAY DIGITAL SERVICES LIMITADA AND

ROCELO LOPES

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SCHEDULES

Schedule 1.1 Acquired Assets

Schedule 2.1(b) Service Agreement

Schedule 2.1(c) Lock-Up Agreements

ASSET PURCHASE AGREEMENT

Schedule 3.2 Material Consents Disclosure Schedule THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of 2 October, 2025, is made by and among (i) Rezolve Ai PLC a public limited company registered in England & Wales with registered number 14573691 and having its registered office at 21 Sackville Street, London W1S 3DN, United Kingdom (“Rezolve PLC”) (ii) SmartPay Digital Services Limitada, a Brazilian limited liability company (sociedade limitada) (the “Seller”), and (iii) Rocelo Lopes, resident at Largo Hyppolito do Vale Pereira 207 - Lagoa da Conceição - Florianópolis - Santa Catarina - 88062.210 - Brazil (“Rocelo”). Certain terms used herein are defined in Article IX hereof.

WHEREAS, Seller owns beneficially and of record the Acquired Assets, and Rocelo owns beneficially and of record 100% of the outstanding Equity Interests of Seller;

WHEREAS, Rezolve Ai PLC desires to purchase from Seller, and Seller desire to sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens, certain assets, upon the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

Purchase and Sale of Acquired Assets; Closing

155468366.9

(i) If Seller disputes the Relevant Net Profit calculation in the First Earn- Out Statement, Seller must notify the Purchaser in writing within 30 days of receipt of the First Earn-Out Statement, specifying the basis of the dispute (the "First Earn-Out Dispute Notice"). If no such First Earn-Out Dispute Notice is served within such 30-day period then the First Earn- Out Statement and the First Earn-Out shall be deemed agreed. If a First Earn-Out Dispute Notice is served within such 30 day period and the parties cannot resolve the dispute within 20 days of the date of service of the First Earn-Out Dispute Notice, the matter shall be referred to an independent accountant (the "Expert Accountant"), appointed jointly by the parties, or in the event of failure to agree on an independent accountant within a further 15 days then as nominated by the then President of the Institute of Chartered Accountants in England and Wales on the joint application of the Purchaser and Seller.

The Expert Accountant shall be instructed to determine the Relevant Net Profit for the First Earn-Out Period and the amount of the First Earn- Out and to notify such determination to the parties, shall act as an expert and not as an arbitrator and his decision shall be final and binding in the absence of manifest error. The Expert Accountant's fees will be payable by the Seller in the event that the Expert Accountant determines that the Relevant Net Profit for the First Earn-Out Period is less than or equal to the Relevant Net Profit set out in the Purchaser’s First Earn-Out Statement and shall be borne by the Purchaser in the event that the Relevant Net Profit for the First Earn-Out Period as determined by the Expert Accountant exceeded the amount set out in the Purchaser’s Earn-Out Statement. The parties shall provide such reasonable access at reasonable times to each other and to the Expert Accountant to the accounting records and working papers used or required for the determination of the Relevant Net Profit for the First Earn-Out Period provided that all such records and working papers shall be kept confidential by the parties hereto (save to the extent that disclosure is required by applicable law or regulation or by court order).

ARTICLE II

Closing Deliveries

ARTICLE III

Conditions to Closing

ARTICLE IV

Representations and Warranties Regarding Seller

As a material inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller hereby represents and warrants to Purchaser that the following representations and warranties are true and correct as of the date hereof, except as set forth in the disclosure schedule delivered by the Seller to the Purchase (the “Disclosure Schedule”). The Disclosure Schedule shall be arranged corresponding to the numbered and lettered sections and subsections contained in Article IV and Article V, respectively, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify only the corresponding section or subsection, unless otherwise specified.

years:

ARTICLE V

Representations and Warranties Regarding Rocelo

As a material inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Rocelo hereby represents and warrants to Purchaser that the following representations and warranties are true and correct as of the date hereof, except as set forth in the Disclosure Schedule (subject and after giving effect to the preamble of Article IV):

ARTICLE VI

Representations and Warranties of Purchaser

As a material inducement to Seller and Rocelo to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser hereby represents and warrants to Seller and Rocelo that the following representations and warranties are true and correct as of the date hereof:

ARTICLE VII

Indemnification

ARTICLE VIII

Covenants

ARTICLE IX

Definitions

For the purposes hereof, the following terms have the meanings set forth below:

“Action” means any action, suit, proceeding, audit, investigation, arbitration, mediation, order, claim or charge.

“Acquired Assets” has the meaning set forth in Section 1.1.

“Adjustment Calculation Time” means opening of business on the Closing Date; provided that, with respect to any calculation made pursuant this Agreement as of the Adjustment Calculation Time, such calculation shall take into account the use or transfer of the Acquired Assets following the Adjustment Calculation Time and prior to the Closing outside the Ordinary Course of Business..

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Anti-Corruption Laws” means Laws relating to anti-bribery or anti-corruption (governmental or commercial); including Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Government Official, commercial entity, or any other Person to obtain an improper business advantage; including Brazilian Federal Law n. 12.846/2013, the Brazilian Criminal Code (Decreto-Lei n. 2.848/1940) the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions, each as amended from time to time.

“Anti-Money Laundering Laws” means Laws relating to money laundering, including financial recordkeeping and reporting requirements, such as, without limitation, the Brazilian Federal Law n. 9.613/1998, the U.S. Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, the UK Proceeds of Crime Act 2002, the UK Terrorism Act 2000, as amended, all money laundering-related Laws of other jurisdictions where the Seller conduct business or own assets, and any related or similar Law issued, administered or enforced by any Governmental Authority.

“Benefit Plan” means all written and unwritten, registered or unregistered, insured or self-insured, qualified or unqualified pension plans, retirement savings plans or arrangements, savings bonds plans, group insurance plans (including coverage for life insurance, accidental death and dismemberment, disability, health care, welfare, dental care and medical travel insurance benefits), cafeteria health and dependent care reimbursement arrangements, termination pay (other than as required by applicable Law), supplemental unemployment benefits (other than as required by applicable Law), bonus plans, incentive plans, profit sharing plans, change of control payments, retirement compensation plans, stock option plans, agreements providing for stock option awards, share purchase plans, share appreciation plans, and all other plans, programs, policies, practices, schemes, agreements and arrangements that are, in each case: (i) offered to current or former employees, officers or directors of Seller, or other Persons who are receiving remuneration for work or services provided to Seller who are not employees (or any spouses, dependents, survivors or beneficiaries of such Persons), including Independent Contractors and other service providers of Seller and employees of any professional employer organization, co-employer organization, human resources and benefits outsourcing entity, or other similar vendor or provider , (ii) maintained, sponsored or funded by or on behalf of Seller; or (iii) under, or with respect to, which Seller has, or could reasonably be expected to have, any liability or contingent liability provided that “Benefit Plans” shall not include any statutory plans or statutory payments to which Seller is obliged to contribute or comply with.

“Business” means, collectively, means, collectively, (a) the provision of digital payment processing and gateway services, including the issuance and management of prepaid payment instruments and virtual wallets, the development and operation of blockchain-based financial services infrastructure, and the provision of white-label payment platforms to B2B customers, and (b) any other business the Seller conducts, in each case in any and all mediums engaged in by the Seller on or prior to the date hereof.

“Business Day” means any day other than a Saturday, Sunday, or a day on which all banking institutions in Brasilia, Brazil or London, England are authorized or obligated by Law or executive order to close.

“Closing” has the meaning set forth in Section 1.3.

“Closing Date” has the meaning set forth in Section 1.3.

“Company Data” means all Company Product Data, Personal Information, Sensitive Information, Confidential Information, and any other data or information, whether in physical or digital form, that is within the Seller’s possession or control.

“Company Intellectual Property” means any and all Intellectual Property exploited by, held for exploitation by, owned (in whole or in part), purported to be owned (in whole or in part) by or licensed to the Seller.

“Company Product Data” means all data and information, whether in electronic or any other form or medium, that is accessed, collected, used, processed, stored, shared, distributed, transferred, disclosed, destroyed, or disposed of by any of the Company Products; but for certainty excludes any Customer Data.

“Company Products” means all Software and other products and services, including any of the foregoing currently in development, that the Business has sold, licensed, distributed provided as a service, or otherwise made available, or from which the Business has derived, is currently deriving or is scheduled to derive, revenue from the sale, license, maintenance or provision thereof.

“Company Systems” means all Software (including Company Products), computer hardware (whether general or special purpose), electronic data processing, information, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, peripherals, and computer systems, including any outsourced systems and processes that are owned or used by or for the Business.

“Computershare” has the meaning set forth in Section 1.4(e).

“Confidential Information” means all information (whether or not specifically identified as confidential), in any form or medium, that is disclosed to, or developed or learned by Rocelo or Seller as the owners of the Equity Interests of the Seller or to employees of the Seller as the case may be, in the performance of duties for, or on behalf of, the Seller or that relates to the business, products, services or research of the Seller or any of their investors, partners, affiliates, strategic alliance participants, employees or equityholders or their respective Affiliates, including, without limitation: (i) internal business information (including, without limitation, information relating to strategic plans and practices, business, accounting, financial or marketing plans, practices or programs, training practices and programs, salaries, bonuses, incentive plans and other compensation and benefits information and accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, the Seller or its Affiliates, their customers and their confidential information;

(iii) industry research compiled by, or on behalf of, the Seller, including, without limitation, identities of potential target companies, management teams, and transaction sources identified by, or on behalf of, the Seller; (iv) compilations of data and analyses, processes, methods, track and performance records, data and data bases relating thereto; and (v) information related to Company Intellectual Property and updates of any of the foregoing, provided, however, “Confidential Information” shall not include any information which

(A) is or becomes generally available to the public other than as a result of a disclosure by a Seller in breach of Section 8.3 of this Agreement, or (B) becomes available to a Seller on a non-confidential basis from a source other than the Seller, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Seller or any other party with respect to such information.

“Consideration Shares” means fully paid common shares in the share capital of Rezolve AI PLC.

“Contract” means all written or oral contracts, leases, licenses, instruments, arrangements, statements of work and other agreements.

“COVID-19” means SARS-CoV-2 or COVID-19 and any evolutions or additional strains, variations or mutations thereof or any related or associated epidemics, pandemic or disease outbreaks, including the pandemic declared on March 11, 2020 by the World Health Organization (the “COVID-19 Pandemic”).

“Customer Data” means any and all data or information handled, stored or processed that relates to and is owned by the Business' customers.

“Data Security Requirements” means, collectively, all of the following to the extent relating to Data Treatment or otherwise relating to privacy, security, or security breach notification requirements and applicable to the Seller, to the conduct of the Business, or to any of the Company Systems, any Company Data or any Sensitive Information: (i) the Business’ own rules, policies, and procedures; (ii) all applicable Laws, rules and regulations (including Privacy Laws); (iii) industry standards applicable to the industry in which the Seller operates (including, if applicable, the Payment Card Industry Data Security Standard (PCI DSS)); and (iv) Contracts into which the Seller has entered or by which they are otherwise bound.

“Data Treatment” means the access, collection, use, processing, storage, maintenance, sharing, distribution, transfer, disclosure, security, destruction, or disposal of any personal, sensitive, or confidential information or data, including without limitation Personal Information (whether in electronic or any other form or medium).

“Deferred Shares” means deferred shares in the capital of Rezolve AI PLC and as defined in the articles of association of Rezolve AI PLC from time to time.

“Documents” means this Agreement, the Employment Agreements and the Restrictive Covenant Agreements.

“Earn-Out Shares” means the Consideration Shares (if any) to be issued pursuant to Section 1.4.

“Employees” means any individuals who are: (i) employed by Seller, whether on a temporary, contract, full-time, part-time basis, salaried or hourly basis as of the date of this Agreement, including any that are employed pursuant to a work visa, on medical or long-term disability leave, or other statutory or authorized leave of absence.

“Equity Interest” means, with respect to any Person, any share, unit, capital stock, limited liability company interest, membership interest, partnership interest or similar interest or other indicia of equity or equity-like ownership (including any option, warrant, profits interests or similar right or security convertible, exchangeable or exercisable therefor or other instrument or right the value of which is based on any of the foregoing, including any phantom interest) in such Person.

“Excluded Assets and Liabilities” means any liabilities or assets of Seller other than Acquired

Assets.

"Expert Accountant" has the meaning set forth in 1.4(b)(i).

“Financial Statements” has the meaning set forth in Section 4.2.

"First Earn-Out Conditions" has the meaning set forth in Section 1.4(a)(iii).

“First Earn-Out Payment” means the set forth in Section 1.4(a).

“First Earn-Out Period” means the period form 1 January 2026 to 31 December 2026.

“First Earn-Out Statement” has the meaning set forth in Section 1.4(b).

"First Earn-Out Dispute Notice" has the meaning set forth in Section 1.4(b)(i).

"First Floor" has the meaning set forth in Section 1.4(a)(iii).

“Fraud” means an act in the making of a specific representation or warranty expressly set forth in this Agreement, committed by a Person in the making of such express representation or warranty with intent to deceive a party to this Agreement and to induce such party to enter into the Agreement.

“Fundamental Representations” means the Purchaser Fundamental Representations and the Seller Fundamental Representations.

“General Cap” has the meaning set forth in Section 7.2(c).

“Governmental Authority” means any Brazilian, British or foreign governmental authority, including but not limited to any national, federal, provincial, territorial, state, commonwealth, county, municipal, district, local governmental jurisdiction of any nature or any other governmental, self-regulatory or quasi-governmental authority of any nature (including any governmental department, ministry, division, official, judiciary, agency, bureau, office, branch, court, entity, commission, tribunal, or other governmental instrumentality) or any political or other subdivision or part of any of the foregoing.

“Inbound Licenses” means, collectively, any Contract (including covenants not to sue) pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s Intellectual Property, or any Contract pursuant to which the Business obtains a right to access or exploit a Person’s Intellectual Property in the form of services, such as a software as a services Contract or a cloud services Contract.

“Indebtedness” means, without duplication, any of the following Liabilities of the Seller, whether or not contingent: (i) indebtedness for borrowed money (including any principal, premium, accrued and unpaid interest, related expenses, prepayment penalties, commitment and other fees, sale or liquidity participation amounts, reimbursements, indemnities and all other amounts payable in connection therewith), (ii) all Liabilities evidenced by bonds, debentures, notes, or other similar instruments or debt securities, (iii) all Liabilities of the Seller under or in connection with drawn or undrawn letters of credit, bankers’ acceptances, performance bonds, surety bonds, fidelity bonds or similar items, (iv) all Liabilities to pay the deferred purchase price of property or services other than those trade payables incurred in the Ordinary Course of Business and included in Closing Net Working Capital, (v) all Liabilities arising from cash/book overdrafts, (vi) all lease obligations that are required to be classified as capitalized lease obligations in accordance with Brazilian Accounting Standards, (vii) all Liabilities of the Seller under conditional sale or other title retention agreements, (viii) all Liabilities with respect to vendor advances or any other advances made to the Seller, (ix) all Liabilities of the Seller arising out of interest rate and currency swap arrangements and any other arrangements designed to provide protection against fluctuations in interest or currency rates, (x) all Liabilities secured by a Lien upon any property or assets owned by the Seller, (xi) any deferred purchase price Liabilities related to past acquisitions, (xii) any obligations under severance agreements, stay bonuses, incentive bonuses (relating to the sale of any Acquired Asset), termination and change of control arrangements and similar obligations that are owed to any Person or that will be triggered, either automatically or with the passage of time, by the consummation of the transactions contemplated by this Agreement, (xiii) all Liabilities of the Seller arising from any breach of any of the foregoing, (xiv) deferred rent, (xv) Liabilities owed to any Person under any deferred compensation arrangements, defined benefit plans, and pension plans of the Seller, (xvi) Liabilities associated with factoring or discounting of accounts receivables, (xvii) Liabilities set forth on the Indebtedness Schedule, (xviii) guarantees of the obligations described in clauses (i) through (xix) above of any other Person, in each case, outstanding as of the Closing, and (xx) for clauses (i) through (xxi), all accrued interest, fees, premiums, penalties, indemnities, costs, expenses and/or other amounts due in respect of any of the foregoing.

For purposes of calculating the Closing Indebtedness, all interest, fees, premiums, penalties, indemnities, cost and expenses (if any) and other amounts which would be payable if Indebtedness were paid in full at the Closing should be treated as Indebtedness.

“Indemnitee” has the meaning set forth in Section 7.4.

“Indemnitor” has the meaning set forth in Section 7.4.

“Independent Contractor” means all independent contractors and consultants engaged or retained by the Seller at any time.

“Initial Consideration” has the meaning set forth in Section 1.2(a).

“Intellectual Property” means (i) all intellectual property and proprietary rights throughout the world, including but not limited to all intellectual property and proprietary rights in or to (a) patents, patent applications, design patents, industrial design applications and registrations, patent disclosures, and inventions and all improvements thereto (whether or not patentable or reduced to practice), and all reissues, continuations, continuations-in-part, revisions, divisional, extensions, and reexaminations in connection therewith, (b) trademarks, service marks, trade dress, trade names, slogans, logos, Internet domain names, and corporate names, social media sites (and all translations, transliterations, adaptations, derivations and combinations of the foregoing), together with all of the goodwill associated therewith, (c) copyrights and copyrightable works, author’s rights, including any moral rights or economic rights (d) registrations, applications and renewals for any of the foregoing, as applicable, (e) Trade Secrets, technology, know-how, inventions, improvements, specifications, machining, tooling, engineering and manufacturing methods and processes, designs, formulae, techniques, technical data and manuals, and research and development information, (f) Software (including but not limited to source code, object code, data, databases and documentation), and (g) all other similar proprietary rights; (ii) all priority rights in and to the foregoing intellectual property; (iii) all claims, causes of action and rights to sue for past, present and future infringement or misappropriation of the foregoing, and all proceeds, rights of recovery and revenues arising from or pertaining to the foregoing; and, (iv) all copies and tangible embodiments of any of the foregoing (in whatever form or medium).

“Investment” as applied to any Person means (i) any direct or indirect purchase or other acquisition by such Person of any notes, obligations, instruments, stock, securities or ownership interest (including partnership interests and joint venture interests) of any other Person and (ii) any capital contribution by such Person to any other Person.

“Knowledge” of the Seller means the knowledge, after reasonable inquiry, of Rocelo.

“Law” or “Laws” means all federal, state, municipal or local constitutions, laws, ordinances, principles of common law, codes, statutes, rules, orders, determinations, judgements, writs, injunctions, acts, decrees, regulations or treaties, by consent or otherwise, of any Governmental Authority.

“Leased Real Property” has the meaning set forth in Section 4.13(a).

“Leases” has the meaning set forth in Section 4.13(a).

“Liability” or “liability” means any liability, debt, obligation, deficiency, interest, Tax, penalty, fine, claim, demand, judgment, cause of action, or other loss (including without limitation, loss of benefit or relief), cost or expense of any kind or nature whatsoever, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or become due and regardless of when asserted, cost or expense relating thereto.

“Licenses” means collectively all Inbound Licenses and the Outbound Licenses and each other Contract to which Seller is a party relating to the acquisition, transfer, development, license, use or commercialization of Intellectual Property or any waiver or release of rights in, to or under Intellectual Property.

“Lien” or “Liens” means any lien (statutory or otherwise), pledge, security interest, encumbrance, mortgage, restriction, right of first refusal or offer, hypothecation, personal property registration, charge, adverse claim and any other security arrangement, option, encroachment, easement, voting trust, proxies, preemptive or similar rights or transfer restriction (including any conditional sale or other title retention agreement or lease in the nature thereof), exclusive license or other encumbrance on of any Intellectual Property, or any sale of receivables with recourse against Seller, or any subordination arrangement in favor of another Person.

“Lock-Up Agreements” means the Lock-Up Agreements to be executed by and between Rezolve PLC, Seller and Rocelo, substantially in the form of Schedule 2.1(c).

“Losses” means any and all losses, damages, Liabilities, Taxes, judgments, fines, penalties, costs and expenses, including reasonable, documented legal fees and expenses paid in the investigation, defense, assertion or settlement of the foregoing or the enforcement of rights hereunder; provided, however, that Losses shall not include any punitive damages other than such punitive damages specifically awarded: (a) to a third party (i.e., a Person that is not a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable, or one of their respective Affiliates) in connection with a Third-Party Claim; or (b) as a remedy to the Purchaser for Fraud.

“Malicious Code” has the meaning set forth in Section 4.7(j).

“Material Adverse Effect” means any change, event, occurrence, state of facts or effect that is, or would reasonably likely be, materially adverse to (i) the business, operations, assets, liabilities, condition (financial or otherwise), employees, business relations, operating results or prospects of the Business taken as a whole or (ii) the ability of Seller to perform any of their obligations under this Agreement or to consummate any of the transactions contemplated by this Agreement, in each case other than to the extent resulting from (A) any change in general economic conditions in, or change that affects, the industries or markets in which the Seller operates, (B) any change in national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war or the occurrence of any military or terrorist attack, or change in national or international economic conditions or credit or financial market conditions, (C) any natural or man-made disasters or acts of god, or

(D) any changes in applicable Law or Brazilian Accounting Standards from and after the date of this Agreement, except, with respect to each of the foregoing, to the extent (i) as a result of the COVID-19 Pandemic and/or (ii) such event, circumstance, change, occurrence, development, fact or effect has a disproportionate impact on the Business as compared to other participants in the industry in which the Seller conduct its business.

“Material Consents” means the consents listed in Schedule 3.2(c).

“Material Contracts” has the meaning set forth in Section 4.6(b).

“Material Customer” has the meaning set forth in Section 4.14(a).

“Material Vendor” has the meaning set forth in Section 4.14(b).

“Most Recent Balance Sheet” has the meaning set forth in Section 4.2.

“Open Source Software” means any Software that is licensed, distributed or conveyed as “open source software,” “free software,” “copyleft” or under a similar licensing or distribution model, or under a licence that requires as a condition of its use, modification or distribution that it, or other Software into which such Software is incorporated, integrated or with which such Software is combined or distributed or that is derived from or linked to such Software, be disclosed or distributed in source code form, delivered at no charge or be licensed, distributed or conveyed under the same terms as such contract (including Software licensed under the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, Microsoft Shared Source License, Common Public License, Artistic License, Netscape Public License, Sun Community Source License (SCSL), Sun Industry Standards License (SISL), Apache License and any license listed at www.opensource.org).

“Order” means any award, decision, injunction, judgment, decree, order, ruling or verdict entered, issued, made or rendered by any court, administrative agency or other Governmental Authority or any arbitrator.

“Ordinary Course of Business” means the ordinary course of business consistent in all material respects with past custom and practice (including with respect to frequency and amount) of the Business as conducted by Seller over the past twenty-four (24) months.

“Organizational Documents” means, with respect to any Person (other than an individual), (a) the certificate or articles of incorporation, formation or organization and any joint venture, limited liability company, operating, trust or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all by-laws, voting agreements and similar documents, instruments or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.

“Outbound Licenses” means, collectively, any Contract (including covenants not to sue) pursuant to which the Business authorizes or otherwise permits any other Person to access or exploit any Company Intellectual Property, including in the form of services, such as a software as a services Contract or a cloud services Contract.

“Overall Cap” has the meaning set forth in Section 7.2(c).

“Owned Intellectual Property” means all Company Intellectual Property other than Intellectual Property licensed to the Business pursuant to an Inbound License.

“Permit” or “Permits” has the meaning set forth in Section 4.10(a).

“Permitted Liens” means (i) Liens for Taxes or assessments and similar charges, which either are

(A) not yet due and payable or (B) being diligently contested in good faith and by appropriate proceedings, and as to which adequate reserves have been established on the Seller’s financial statements in accordance with Brazilian Accounting Standards, (ii) Liens imposed by applicable Law and incurred in the Ordinary Course of Business for obligations not yet due and payable to landlords, carriers, warehousemen, laborers, materialmen and the like, (iii) zoning, building codes and other land use Laws regulating the use or occupancy of any Leased Real Property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such Leased Real Property which are not violated by the current use or occupancy of such Leased Real Property or the operation of the Business thereon, and (iv)

easements, covenants, conditions, restrictions and other similar matters affecting title to any Leased Real Property and other title defects which do not materially impair the use or occupancy of such Leased Real Property or the operation of the Business.

“Person” means an individual, a partnership, a corporation, a limited liability company, an unlimited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Personal Information” means any information from which an individual or individual’s identity can be ascertained either from the information itself or by combining the information with information from other sources, including names, phone numbers, addresses and social security numbers, driver’s license numbers, government-issued identification numbers, payment card or other financial account numbers (which, for the avoidance of doubt, includes any such data or information which has been anonymized, pseudonymized, aggregated or de-identified) and other data or other information that constitutes personal information or personal data under any Privacy Law or other applicable Law.

“Privacy Agreements” has the meaning set forth in Section 4.7(p).

“Privacy Laws” means any applicable Law or rule of a self-regulatory organization that Seller is or was required to comply with that relates, in any way, to Data Treatment performed by the Seller in the operation of the Businesses, including Brazilian Federal Law n. 13.709/2018.

“Purchase Price” means the Initial Consideration plus (i) if payable under Section 1.4(a), the First Earn-Out Payment, and (ii) if payable under Section 1.4(c), the Second Earn-Out Payment.

“Purchaser” has the meaning set forth in Section 1.1.

“Purchaser Fundamental Representations” means the representations and warranties set forth in Section 6.1 (Organization and Power), Section 6.2(a) (Authorization), Section 6.3 (Brokerage) and Section

6.5 (Consideration Shares).

“Purchaser Indemnified Parties” has the meaning set forth in Section 7.2(a).

“R&D Sponsor” means any Governmental Authority, public or private source, university, college, hospital, clinic, laboratory, research center or other educational or research institution, military, multi- national, bi-national or international organization or research center that has provided grants to Seller, or any developer, inventor or other contributor to any Owned Intellectual Property.

“Registered Intellectual Property” means any Intellectual Property that is exclusively licensed to the Seller or any Owned Intellectual Property that, in either case, is the subject of an application or registration with any Governmental Authority, including any Domain Name registration and any application or registration for any Patent, Copyright, Industrial Design or Trademark.

“Releasees” has the meaning set forth in Section 11.1.

“Relevant Net Profit” means in respect of either the First or Second Earn-Out Period, the aggregate net profit of the Purchaser generated by the Acquired Assets for that period which is fully recognized for USGAAP purposes and is shown in the audited accounts of the Purchaser for each of the financial years ending 31 December 2026 and 31 December 2027 being an amount equal to total revenue less total expenses where total expenses include:

“Representative” means, with respect to any Person, any officer, director, manager, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants, investment bankers and financial advisors.

“Restrictive Covenant Agreements” has the meaning set forth in recitals to this Agreement.

"Second Earn-Out Conditions" has the meaning set forth in Section 1.4(c)(iii).

"Second Earn-Out Dispute Notice" has the meaning set forth in Section 1.4(d)(i).

“Second Earn-Out Payment” has the meaning set forth in Section 1.4(c).

“Second Earn-Out Period” means the period form 1 January 2027 to 31 December 2027.

“Second Earn-Out Statement” has the meaning set forth in Section 1.4(d).

"Second Floor" has the meaning set forth in Section 1.4(c)(iii).

“Securities Act” means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Act shall be deemed to include any corresponding provisions of future law.

“Seller” has the meaning set forth in the preamble to this Agreement.

“Seller’ Counsel” has the meaning set forth in Section 8.4(a).

“Seller Fundamental Representations” means the representations and warranties set forth in Section 4.1 (Organization; Authority; No Breach), Section 4.4 (Assets) Section 4.7 (Intellectual Property; Privacy and Data Security), Section 4.12 (Affiliate Transactions), and Article V.

“Seller Indemnified Parties” has the meaning set forth in Section 7.2(a)(v).

“Seller’s Wallet” means the crypto wallet to be indicated by Seller to which any USDT to be paid by Purchaser to Seller shall be remitted.

“Sensitive Information” means any data of a sensitive nature, including: (a) confidential information regarding the products, services, operations, customers, clients, suppliers and service providers of Seller; (b) information required by any applicable Law or regulatory requirement to be encrypted, masked or otherwise protected from disclosure; (c) government issued identifiers used to identify individuals, such as social insurance numbers or other tax identification numbers, driver’s license numbers and other government-issued identification numbers; (d) account, credit or debit card numbers, with or without any required security code, access code, personal identification number or password that would permit access to an individual’s financial account, and financial account information, including balances and transaction data; (e) user names and email addresses, together with passwords or other credentials that would permit access to online accounts; and (f) any other sensitive information regarding any Employee or other individuals including their employment, family, health or financial status, such as salary, benefits, marital status, and geographic location data, and DNA information.

“Service Agreement” means the Service Agreement to be executed by Truther Payments Limited and Rezolve PLC substantially in the form of Schedule 2.1(b).

“Software” means all computer software (in object code or source code format), data and databases, and related documentation and materials.

“Tax” or “Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, imposts, levies, assessments, and other charges in the nature of a tax imposed, assessed or collected by a Governmental Authority including (i) those levied on, or measured by, or referred to as, income, net income, gross income, gross receipts, business, royalty, capital, capital gains, goods and services, harmonized sales, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, license, profits, windfall profits, withholding, environmental, payroll, employment, employer health, pension plan, excise, severance, stamp, occupation, or premium tax, (ii) any tax imposed, assessed, or collected or payable pursuant to any tax- sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, deficiency, or fee, (iii) any installments in respect thereof, (iv) any interest, fine, penalty or addition thereto , and (v) any liability for any of the foregoing as a transferee, successor, guarantor, or by contract, operation of Law or otherwise.

“Tax Return” means all returns (including any information returns), declarations, reports, elections, statements, schedules, notices, forms or other documents filed with or submitted to, or required to be made, prepared or filed in respect of any Taxes with a Governmental Authority or provided to a payee in connection with the determination, assessment, collection or payment of any Tax, including any schedule or attachment thereto, and including any amendment thereof.

“Technical Deficiencies” has the meaning set forth in Section 4.7(h).

“Termination Date” means the date that is six months after the date of this Agreement.

“Trade Laws” means Laws and associated regulations relating to import, export, and customs compliance and controls, and economic sanctions.

“Trade Secrets” means information and materials not generally known to the public, including trade secrets and other confidential or proprietary information.

“USGAAP” means the set of generally accepted accounting principles, standards, and procedures established by the Financial Accounting Standards Board (FASB) applicable to financial statements, accounting records, and reporting practices within the United States.

“USDT” means Tether (USD₮), a type of stablecoin.

ARTICLE X

Termination

8.7 hereof which will survive the termination of this Agreement in accordance with their respective terms.

ARTICLE XI

Miscellaneous

To Seller:

Smartpay Digital Services Limitada Attention: Rocelo Lopes

Email:

with a copy to (which shall not constitute notice):

Gaspary Consultoria Juridica Empresarial Attention: Paula Gaspary

Email:

To Purchaser:

c/o Rezolve AI PLC 21 Sackville Street London, England W1S 3DN

Attention: Raymond McKeeve

Email:

with a copy to (which shall not constitute notice):

DLA Piper LLP

Attention: Gerry Williams

Email:

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written

above.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written

above.

Exhibit 10.2

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of 8 October , 2025, by and among Mr Marcel Fohrmann of Papieri-Platz 1, 6330 Cham, Switzerland (the “Seller”) and Rezolve AI PLC, a public limited company organized under the laws of the England and Wales with registered number 14573691 and having its registered office at 21 Sackville Street, London, England, W1S 3DN (“Buyer”) regarding the acquisition of the entire issued and to be issued share capital of each of Subsquid Labs GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Switzerland with registered number CHE- 240.458.636 and having its registered office at c/o Wadsack Zug AG, Bahnhofstrasse 7, 6300 Zug, Switzerland (the “Company”).

WHEREAS the Seller is the owner of 200 (two hundred) quotas in the Company, representing 100% (one hundred percent) of the quota capital of the Company on a fully diluted basis (the “Company Shares").

WHEREAS the Seller desires to sell and transfer the Company Shares to Buyer, and the Buyer has agreed to purchase the Company Shares from the Seller, for the consideration and on the terms and subject to the conditions set forth in this Agreement.

WHEREAS each of: (i) the assignment declaration for the transfer of the Company Shares;

(ii) the general release of any and all claims of the Seller against the Company; (iii) an employment agreement between the Seller and the Company; (iv) a service agreement between Green Trident and the Company; and (v) the Regulatory and Compliance Protocols are each in a form which has been agreed by the Parties prior to the date of this Agreement, and are referred to herein.

NOW, THEREFORE, in consideration of the premises, representations and warranties and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

The Parties, intending to be legally bound, agree as follows:

For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

“AMLO” as defined in Section 6.13.

“Applicable Law” -- means applicable provisions of laws, practiced in the jurisdiction where the Company has its registered office and operates its business, in relation to (a) constitutions, treaties, statutes, enactments, acts of legislature, laws (including common law), by-laws, codes, rules, regulations, ordinances, notifications, guidelines or policies of any Governmental Authorization; (b) laid down by Governmental Body; and (c) orders, decisions, directions, injunctions, judgments, awards and decrees of any Governmental Authorization.

“Applicable Contract” -- any Contract (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound.

“Bad Leaver” -- means the Seller ceasing to be (or gives or is given notice to terminate their employment as) an employee of the Company as a consequence of the Seller's dismissal or termination as an employee for gross misconduct, fraud, dishonesty or being convicted of any criminal offence (other than a road traffic offence which is not punishable by a custodial sentence), or as a consequence of that person's resignation in such circumstances.

“Balance Sheet” -- as defined in Section 6.4.

“Bank Accounts” -- means each of the accounts in the name of the Company, as listed in the Appendix to this Agreement, in each case such accounts being free and clear of any liens, security interests, charges, encumbrances, equities, and other adverse claims.

“Bank Account Excerpts” -- an electronic excerpt of each of the Bank Accounts as per Closing Date including a transaction history for the last 20 Business Days, signed by the Management.

“Business Day” -- means a day (other than a Saturday or Sunday or a national holiday) on which scheduled commercial banks are open for business in London, England and Zug, Switzerland.

“Buyer” -- as defined in the preamble of this Agreement.

“Closing” -- as defined in Section 4.1.

“Closing Date” -- as defined in Section 4.1.

“Company” -- as defined in the Recitals of this Agreement.

“Company Shares” -- as defined in the Recitals of this Agreement.

“Company Wallets” -- means each of the wallets listed in the Appendix to this Agreement.

“Contract” -- any legally binding written or oral arrangement, including any contract, agreement, lease, sublease, security agreement, deed, undertaking, joint venture, understanding, concession, purchase or sale order, license, permits, instrument, indenture, note, bond, loan, instrument, commitment, conditional sales contract, or mortgage (including any amendment, extension, renewal, guarantee or other supplement with respect thereto) or obligation to which the Party in question is a party.

“Daily VWAP” -- means for any VWAP Trading Day, the volume-weighted average share price of the Shares as displayed under the heading “Bloomberg VWAP” on Bloomberg in respect of the period from the scheduled open of trading on the NASDAQ Stock Market for the RZLV Shares to the scheduled close of trading of the primary trading session on such VWAP Trading Day. The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours;

“Damages” -- as defined in Section 10.2.

“Encumbrance” -- any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

“Fairly Disclosed” -- shall mean a fair and not misleading disclosure of a fact or matter in this Agreement, any Annex or Schedule hereto or in the VDR, as to enable the Purchaser upon first reading and without making any further inquiries or cross examinations of other documents to identify and accurately assess the fact or matter concerned.

“Fundamental Warranties” -- means the warranties provided in Sections 6.2, 6.3, 6.6 and 6.19(b).

“GAAP” -- generally accepted accounting standards in Switzerland pursuant to the Swiss Code of Obligations.

“Governmental Authorization” -- any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

“Governmental Body” -- any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, regulator, arbitral body or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, arbitral or administrative functions of or pertaining to government and any executive official thereof or any other responsible for the authorisation, regulation, licensing and/or supervision of any Person.

“Green Trident” -- means Green Trident FZ-LLC, a limited liability company with registration number VUPR1118 and with its registered office address at Compass building - Al Hulaila, AL Hulaila Industrial Zone-FZ, Ras Al Khaimah, United Arab Emirates.

“GT Service Agreement” -- as defined in Section 4.3(a)(vi)(4).

“Initial VWAP" -- means the average of the Daily VWAPs for each VWAP Trading Day in the 5 VWAP Trading Days ending on and including the VWAP Trading Day immediately prior to the date of this Agreement.

“Intellectual Property Assets” -- as defined in Section 6.23.

“Knowledge of Buyer” -- the actual knowledge of any officer or director of the Buyer, subject to a duty of reasonable inquiry.

“Knowledge of the Seller” -- the actual knowledge of each of the Seller, subject to a duty of reasonable inquiry.

“Legal Requirement” -- means the requirements of: (i) any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty; (ii) Governmental Authorizations; and (iii) orders, decisions, directions, injunctions, judgments, awards and decrees of any Governmental Body.

“Lock Up Agreement(s)” – means the lock up agreement between the Seller and the Buyer in the agreed form as set out in Appendix 4.3c and the lock up agreement between the Seller and Green Trident in the agreed form as set out in Appendix 4.3d.

“Management” -- means the managing director(s) of the Company.

“Material Claim” -- means any claim for losses arising out of a breach of the representations and warranties of the Seller set out in Section 6, but only to the extent that the amount of such claim exceeds USD 500,000.

“Material Adverse Effect” -- any event, occurrence, fact, condition, development or change that: (i) has had, individually or in the aggregate, an effect that is materially adverse to the business or assets of the Company, the value of the Company Shares or the results of operations, or condition (financial or otherwise) of the Company; or (ii) prevents or impairs the ability of any of the Seller to perform its or their obligations under this Agreement or to consummate the transactions contemplated hereby. For the avoidance of doubt, fluctuations in the value of the SQD Token, including a substantial or complete loss of value, shall not be deemed a Material Adverse Effect, except to the extent such fluctuations directly result from any action taken by the Seller, it being understood that any sale of SQD Tokens by the Seller shall not be deemed such action.

“MICAR” -- as defined in Section 7.5.

“One Year VWAP” -- means the average of the Daily VWAPs for each VWAP Trading Day in the 5 VWAP Trading Days ending on and including the VWAP Trading Day immediately prior to the first anniversary of this Agreement.

“Order” -- any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator.

“Ordinary Course of Business” -- in the ordinary course of business of the Company, as applicable, consistent with past practice (including with respect to frequency and amount).

“Organizational Documents” -- (a) the articles of association, the deed of incorporation, the organizational rules and/or the constitution of a corporation or limited liability company (as applicable); and (b) any amendment to any of the foregoing.

“Organizational Rules” -- means the organization rules of the Company in the agreed form as attached in Annex 4.3f; and as adopted by the Company in accordance with clause 4.3(a)(v)(4), and as amended from time to time.

“Parties” -- each of the Buyer and the Seller.

“Person” -- any individual, corporation, limited liability company, partnership, trust or other entity.

“Proceeding”-- any action, arbitration, audit, hearing, investigation (whether by a regulator or otherwise), enforcement action, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

“Quotaholders’ Meeting”-- the meeting of the quotaholders of the Company or a written (circular) resolution of the quotaholders.

“Regulatory and Compliance Protocols” -- means the regulatory and compliance protocols in the agreed form.

“Related Person” -- with respect to a particular individual:

With respect to a specified Person other than an individual:

For purposes of this definition, (a) the “Family” of an individual includes (i) the individual,

(ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree, and (iv) any other natural person who resides with such individual, and (b) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of voting securities or other voting interests representing at least 51% of the outstanding voting power of a Person or equity securities or other equity interests representing at least 51% of the outstanding equity securities or equity interests in a Person.

“Representative” -- with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.

"RZLV Shares" -- ordinary shares of £0.0001 each in the share capital of Rezolve AI PLC;

“Securities Act” -- the Securities Act of 1933 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

“Seller” -- as defined in the first paragraph of this Agreement.

“Seller's Bank Account” -- means the bank account of the Marcel Fohrmann, maintained with Zuger Kantonalbank, with IBAN CH91 0078 7785 9545 8369 0 and BIC KBZGCH22XXX.

"SQD Token" -- means the native crypto-asset of the Subsquid Network deployed on the Ethereum network under the contract 0x1337420dED5ADb9980CFc35f8f2B054ea86f8aB1 and bridged to Arbitrum One.

"SQD White Paper" -- means the SQD Token White Paper located at https://cdn.sqd.ai/sqd.ai_mica.pdf.

“Subsidiary” -- with respect to any Person (the “Owner”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) are held by the Owner or one or more of its Subsidiaries.

"Subsquid Network" -- means the distributed query engine and decentralized data lake developed by the Company, designed to make blockchain data accessible and usable at any scale.

“Swiss Code of Obligations”-- means the Swiss Code of Obligations as of March 30, 1911, as amended from time to time.

“Tax” -- any tax (including any income tax, capital gains tax, value-added tax, sales tax, property tax, gift tax, or estate tax), levy, assessment, tariff, duty (including any customs duty), deficiency, or other fee, and any related charge or amount (including any fine, penalty, interest, or addition to tax), imposed, assessed, or collected by or under the authority of any Governmental Body or payable pursuant to any tax-sharing agreement or any other Contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency, or fee.

“Tax Return” -- any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Legal Requirement relating to any Tax.

“Tech and Product Roadmap” -- means the tech and product roadmap for the Subsquid Network in the form agreed in accordance with Section 4.9 and as amended with the written consent of the Seller from time to time.

"Two Year VWAP" -- means the average of the Daily VWAPs for each VWAP Trading Day in the 5 VWAP Trading Days ending on and including the VWAP Trading Day immediately prior to the second anniversary of this Agreement.

“VDR” -- means the virtual data room providing the documents and information provided to the Buyer during the due diligence up to and including October 7, 2025, which are, for evidentiary purposes, stored in electronic form on a data carrier as delivered by the Seller to the Buyer at Closing.

“VWAP Trading Day” -- means a day during which trading in the RZLV Shares occurs on the NASDAQ Stock Market.

of the Buyer), (2) a duly signed general release of any and all claims of the Seller against the Company in the agreed form, (3) the duly signed bring down certificate, (4) a duly signed quota register (Anteilbuch) and register of beneficial owners (Verzeichnis der wirtschaftlich berechtigten Personen) of the Company evidencing the Buyer as the sole quotaholder of the Company, and (5) the Bank Account Excerpts, evidencing a cash balance as referenced in Section 6.6;

attached in Annex 4.3f;

to such address nominated by the Buyer;

Protocols;

the Buyer as the owner of the Company Shares;

in each case by allotting such shares directly to GTU Ops Inc to be held in depositary receipt form for the benefit of the Seller and the Seller's name is to be entered on the register

of depositary receipts (as held by Computershare Trust Company N.A) as the beneficial holder of the First Year Consideration Shares and/or Second Year Consideration Shares (as applicable) to which the Seller is entitled (with such entitlement to be represented by the issue of depositary receipt certificates by Computershare), and the allotment of the First Year Consideration Shares and the Second Year Equity Consideration Shares in the manner described in this Section 4.6 shall be in full satisfaction by the Buyer of the First Year Consideration and the Second Year Consideration. Any transfer taxes, stamp duties or issuance/registration fees arising from the issuance of the First Year Consideration Shares or the Second Year Consideration Shares shall be borne by the Buyer. In addition, the Buyer shall bear all costs and expenses associated with the issue of the Equity Consideration Shares into the custody of GTU Ops Inc. and related issue of the depositary receipts.

remit such amounts to the competent authorities correctly, completely, and in a timely manner; and

The Seller shall notify the Buyer within 10 Business Days after receiving any assessment, decision, or other notice that could result in a claim under this Section 4.8, and the Buyer, the Seller, and the Company shall cooperate in good faith and exchange all documents and information reasonably required for the correct and timely assessment, withholding, remittance, and reporting of any taxes or social security contributions related to this Agreement.

(i) 1% of its annual revenues in respect of the fiscal year ending

31 December 2025 (as determined in the annual accounts of the Buyer, prepared in accordance with US GAAP) on or before 31 December 2026;

(ii) 1% of its annual revenues in respect of the fiscal year ending

31 December 2026 (as determined in the annual accounts of the Buyer, prepared in accordance with US GAAP) on or before 31 December 2027; and

(iii) 1% of its annual revenues in respect of the fiscal year ending

31 December 2027 (as determined in the annual accounts of the Buyer, prepared in accordance with US GAAP) on or before 31 December 2028.

The commitment contained in this Section 5(d) shall remain confidential and shall not be publicly announced.

(i) the Seller has not resigned (or given notice to resign) from his employment with the Company or such employment has not been terminated (or is under notice of termination) in circumstances where the Seller is a Bad Leaver;

(ii) the GT Service Agreement has not been terminated (and no notice of termination has been served by either party thereto);

(iii) none of the Seller, Green Trident nor Dimitrii Zhelezov has committed a material breach of any non-compete obligations owed to the Company, the Buyer or its Subsidiaries whether under the Seller's terms of employment, the GT Service Agreement or otherwise;

(iv) no Material Claim has arisen or is otherwise outstanding in respect of the representations and warranties of the Seller as set out in Section 6; and

(v) no Material Adverse Effect has occurred.

The Seller represents and warrants to the Buyer that the representations and warranties set forth in this Section 6 are true and correct on both the date of this Agreement and the Closing, except that: (i) those representations and warranties which are explicitly made as of a specific date shall be true and correct only as of such date; and (ii) other than the Fundamental Warranties, the representations and warranties are subject to the documents or information Fairly Disclosed and provided only to the Seller’s best knowledge (having made reasonable enquiry of Dmitrii Zhelezov):

Except as Fairly Disclosed, neither the Seller nor the Company are or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereby.

The representations in this Section 6.11 represent the sole representations and warranties with respect to Tax contained in this Agreement.

To the Knowledge of the Seller, (1) no such Proceeding has been threatened, and (2) no event has occurred, or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. The Seller has delivered to Buyer copies of all pleadings, correspondence, and other documents relating to any Proceeding Fairly Disclosed. The Proceedings which are Fairly Disclosed will not have a Material Adverse Effect on the business, operations, assets, condition, or prospects of the Company.

(ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least US$50,000;

foregoing.

outstanding;

Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;

US$50,000;

undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and

Reasonably complete details concerning any such Contracts, including the parties to the Contracts, and the amount of the remaining commitment of the Company under the Contracts have been Fairly Disclosed.

The Company has not provided any prior (written) consent granting rights of redemption or assignability under any simple agreement for future tokens (SAFT). For clarification, any purchase or repurchase offer of SQD Tokens made by the Company to any SAFT purchasing, whether during the lock-up period or after the full satisfaction or expiration of such SAFT (including delivery of the SQD Tokens), was made at the Company’s sole discretion and shall not be deemed to constitute a consent or right falling under this warranty.

governance of the SQD Tokens and the Subsquid Network, and there are no material omissions that would affect the import of the contents of such SQD White Paper.

includes:

held by the Company that may be patentable (collectively, “Patents”);

or transactions conducted in the Ordinary Course of Business with the Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with the Company with respect to any line of the products or services of the Company (a “Competing Business”) in any market presently served by the Company except for less than one percent of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. Except as Fairly Disclosed, neither the Seller nor any Related Person of the Seller nor any Related Person of the Company is party to any Contract with, or has any claim or right against, the Company.

The Buyer represents and warrants to the Seller as follows:

subject; or

may be bound.

Buyer is not and will not be required to obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereby.

on the Harmonization of Direct Taxes of the Cantons and Municipalities (StHG). The Buyer’s obligations in accordance with this Section 9.2 do not apply if and to the extent Buyer provides to Sellers binding tax rulings from all competent cantonal tax authorities confirming that the relevant transaction does not result in adverse tax consequences for Sellers. The Sellers shall use reasonable efforts to support, and cooperate with, the Buyer to obtain such tax rulings and shall provide powers of attorney to the Buyer so that the latter can file requests for such Tax rulings. If during the period from the Closing Date until the 5th anniversary thereof Buyer or any of its Affiliates engages in any transaction that results in an adverse tax consequence for Sellers pursuant to this Section 9.2, Buyer shall, regardless of whether there was any fault of Buyer or any of its Affiliates, fully indemnify Sellers for and hold them harmless from all income taxes, including but not limited to default interest, other damages resulting from such non-compliance and all reasonable legal fees, cost and expenses incurred in connection therewith. The Sellers agree to notify Buyer within 10 Business Days after they receive information including any provisional or final assessments or decisions resulting in an indirect partial liquidation; but in any event within such period as will afford Buyer reasonable opportunity to timely respond to, lodge, appeal against or otherwise challenge (or instruct the Sellers to do so) such assessment or decision. The Buyer undertakes to fully impose its obligations as per this Section 9.2 on any subsequent buyer of the Company Shares and remains jointly and severally liable for any and all claims arising out of, relating to or in connection with the tax indemnity in accordance with this Section 9.2.

(i) of a misrepresentation or breach of warranty or (ii) receipt by the Buyer of notice of any claim made or threatened in writing to be made by any third party which the Buyer believes is reasonably likely to give rise to a claim for misrepresentation or breach of a warranty; or

Failure to give Notice of Breach within the time periods set forth in this Section 10.2 shall, if the notice has been given within the time limitation set out in Section 10.1, not exclude the Seller’s liability under this Agreement in connection with the relevant matter. The Seller’s liability shall, however, be reduced or, as the case may be, excluded altogether if a Damage has been caused or aggravated by virtue of Buyer’s failure to give timely notice in accordance with this Section 10.2. If, however, the Notice of Breach has not been given within the time limitation set out this Section 10.1, the Seller’s liability shall be excluded. The Parties expressly waive Buyer’s duty to immediately inspect and notify the Sellers pursuant to, and the application of, article 201 CO.

Seller: Marcel Fohrmann

Email Address:

Buyer:

Attention: Dan Wagner

Email Address :

with a copy to:

Attention: Raymond McKeeve

Email Address:

In Witness Whereof, the parties have executed and delivered this Agreement as of the date first written above.

By:/s/ Dan Wagner

Its: Chairman and CEO

/s/ Marcel Fohrmann

Marcel Fohrmann

Exhibit 99.1

Rezolve Ai Acquires Smartpay to Power Global Digital Asset Payment Infrastructure

Over $1B in annual USDT transaction volume provides the foundation for Rezolve’s multi-asset, merchant-fee-free payments initiative with Tether.

New York – October 7, 2025 – Rezolve Ai (NASDAQ: RZLV), the category-defining platform at the intersection of AI, commerce, and payments, today announced the acquisition of Smartpay, one of the world’s most advanced digital asset payment platforms, which has processed over 19 million commercial transactions, with an aggregate value of more than $1 billion, in the twelve months ending September 30, 2025.

The acquisition provides the operational foundation for Rezolve’s strategic initiative with Tether, focused on integrating digital assets, including USDT, BTC, and ETH, into mainstream retail payments. Through this initiative, Rezolve is developing a merchant-fee-free, blockchain-based payment network that will enable consumers to pay using digital assets while merchants will receive instant fiat settlement through Rezolve’s Brain Checkout technology.

Smartpay’s infrastructure, live across Brazil, Argentina, Colombia, and Angola, already handles tens of millions of stablecoin transactions annually, making it one of the largest real-world digital asset commerce networks in operation today and instantly extends Rezolve’s payment capabilities across key emerging markets. Rezolve believes that this provides a working model and tested transaction framework for scaling digital asset payments globally, from Latin America to North America, Asia and Europe.

Rocelo Lopes, Smartpay’s founder and one of Latin America’s foremost digital asset innovators, will lead Rezolve’s Digital Currency Initiative, leading the global expansion of this multi-asset payment system. Lopes has a long-standing relationship with Tether and is widely recognized for his leadership in advancing digital asset adoption for real-world transactions.

Daniel M. Wagner, CEO of Rezolve AI, said:

"Smartpay gives Rezolve a proven, transaction-tested foundation to scale our digital asset payment initiative globally. By combining Smartpay’s live payment rails with Rezolve’s Brain Checkout technology, we can deliver merchants a fast, simple, and fee-free way to accept digital assets, bridging the gap between blockchain and everyday commerce."

Rocelo Lopes, CEO of Rezolve’s Tether Initiative, added:

"Smartpay has already proven that digital assets can move at the speed of commerce. By joining forces with Rezolve, we can bring this model to scale worldwide, enabling merchants to eliminate fees, consumers to pay instantly, and the entire ecosystem to benefit from real-time value exchange across borders."

By integrating Smartpay’s live network into its ecosystem, Rezolve is positioned to accelerate the global rollout of its digital asset payments initiative, creating a scalable infrastructure that connects digital assets, fiat, and AI-driven commerce into a unified real-time payment architecture.

This acquisition also accelerates Rezolve’s roadmap toward Agentic Commerce, an emerging frontier where AI agents act autonomously on behalf of consumers and businesses.

With Smartpay’s digital asset infrastructure, Rezolve is building the first platform where these AI agents can not only discover and compare products across retailers but also negotiate and complete transactions instantly using digital assets. This marks a foundational step toward an economy driven by intelligent, self-executing commerce.

About Rezolve Ai

Rezolve Ai (NASDAQ: RZLV) is a global leader in AI-driven commerce, providing retailers and brands with proprietary technology that powers search, personalization, checkout, and omni-channel engagement. Its solutions enable businesses to harness AI for smarter customer experiences and operational efficiency. With foundational partnerships with Microsoft, Google, and Tether, Rezolve Ai is positioned to drive innovation across the $30 trillion global retail market. For more information, visit www.rezolve.com.

Forward-Looking Statements

This press release contains forward-looking statements, including expectations regarding Rezolve Ai’s acquisition of Smartpay and the development of Rezolve’s global digital asset payment infrastructure. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. There is no assurance that Rezolve will be able to roll out its digital asset payments initiative on the timeframe discussed in this release or at all . Additional information regarding risks and uncertainties facing Rezolve Ai is included in the Company’s filings with the SEC. Rezolve Ai undertakes no obligation to update forward-looking statements, except as required by law.

Investor Contact

investors@rezolve.com

Media Contact

Rezolve Ai
Urmee Khan - Global Head of Communications
urmeekhan@rezolve.com
+44 7576 094 040

Exhibit 99.2

Rezolve Ai Acquires Subsquid: Building the Data and

Payments Backbone for the AI Economy

Acquisition unites blockchain data science, decentralized data lakes,

and digital-asset payment rails into a single intelligent commerce infrastructure.

Key Highlights

Building the AI Commerce Stack for the $100 Trillion Global Economy

New York – October 9, 2025 – Rezolve Ai (NASDAQ: RZLV), the category-defining platform at the intersection of AI, commerce, and payments, today announced the acquisition of SQD (Subsquid), a decentralized blockchain data platform whose token, currently trading as SQD on major exchanges including Coinbase, Binance, and Crypto.com, will be rebranded in due course following regulatory and exchange approvals.

The acquisition unites blockchain data science, decentralized data lakes, and digital-asset payment rails into a single intelligent commerce infrastructure.

Subsquid already operates at remarkable scale with over 2,500 active nodes, making it one of the largest decentralized data networks in the world. The platform manages more than 2.1 petabytes of blockchain data, handles over 5 million daily queries, and supports over 150 blockchain projects and clients. Subsquid’s network underpins applications across DeFi, analytics, and AI innovation, serving top-tier players including PancakeSwap and Morpho, and a strategic partnership with Deutsche Telekom. Protocols with over USD 15 billion in combined Total Value Locked rely on Subsquid’s infrastructure, further underscoring its critical role in the Web3 data ecosystem.

This acquisition builds on Rezolve’s recent purchase of Smartpay, the Brazil-based digital-asset payments company led by Rocelo Lopes, a long-time collaborator of Tether and one of Latin America’s foremost digital asset innovators. Together, Smartpay and Subsquid advance Rezolve’s strategy to connect AI, digital-asset payments, and on-chain data infrastructure enabling intelligent, real-time, agentic commerce. This marks one of the first major bridges between traditional finance and decentralized data networks, a step toward uniting enterprise-grade AI commerce with the transparency and efficiency of Web3.

It demonstrates how enterprise-grade AI and proven commercial scale can combine with the transparency and innovation of decentralized technologies.

The Data That Powers the AI Economy

AI is only as powerful as the data it runs on and Subsquid makes blockchain data accessible, searchable, and usable at scale.

Subsquid’s decentralized data lake aggregates, cleans, and structures blockchain data from multiple networks, making it instantly searchable through a flexible query engine. This allows AI models and analytics platforms to transform raw blockchain activity into actionable intelligence for real-time, data-driven commerce.

The Foundation of Agentic Commerce and Finance

Agentic commerce describes how AI systems act on behalf of people and businesses, searching, negotiating, and completing transactions automatically. The acquisition of Smartpay and Subsquid completes the three essential layers of Rezolve’s vision for agentic commerce and finance:

Together, these layers form the core architecture for AI driven commerce, a new paradigm where AI agents autonomously search, negotiate, and transact across decentralized networks, reshaping how retail and finance operate in real time. By combining proven enterprise AI capabilities with decentralized data and payment technologies, Rezolve demonstrates how real commercial scale can meet the openness of decentralized finance.

Owning the Indispensable Infrastructure of the New Economy

“Data is the currency of the AI economy,” said Daniel M. Wagner, Founder & CEO of Rezolve Ai. “Every technological era has been defined by one company that built the indispensable infrastructure of its time. Oracle owned databases. AWS owned the cloud. Snowflake redefined analytics. With Smartpay and Subsquid, Rezolve Ai unites the complete infrastructure for autonomous commerce, data, intelligence, and payments in one ecosystem, positioning us to power global commerce in the blockchain economy. The SQD utility token, which is planned to be renamed, continues to power the Subsquid network; the planned rebrand simply aligns the network’s identity with Rezolve’s expanding AI-commerce ecosystem.”

“Subsquid was built to remove the barriers to accessing and using blockchain data,” said Marcel Fohrmann, Founder of SQD. “By joining forces with Rezolve, we can accelerate our mission to make that data instantly usable for developers, enterprises, and AI systems building the decentralized data layer that connects AI, payments, and blockchain and forms the core infrastructure for agentic commerce at global scale.”

From Checkout to Data: One Intelligent Commerce Platform

Rezolve’s digital-asset checkout now becomes even smarter, faster, and more adaptive powered by Subsquid’s real-time data. For merchants and payment providers, this means instant settlement, lower transaction costs, and AI-driven insights that personalize offers and manage risk connecting the $100 trillion traditional finance system with the emerging decentralized economy.

Benchmark-Validated Performance

Independent testing showed Subsquid’s indexing engine to be over 2,000× faster in disaster recovery and 2× faster in real-time indexing than leading alternatives such as The Graph, while maintaining comparable query responsiveness. For commerce and retail, these gains translate into lower infrastructure costs, faster deployment, and fresher transaction data, delivering measurable value to AI-driven enterprises.

Rezolve expects the acquisition to accelerate development of its Brain Suite architecture, integrating real-time blockchain data for improved prediction, personalization, and transaction intelligence across retail and financial verticals.

SQD Utility Token and Treasury Strategy

The SQD token is a utility token for the Subsquid network supporting participation, access, and usage within its decentralized data ecosystem.

Rezolve intends to acquire SQD tokens (which will be rebranded in due course) equivalent to at least 1% of annual company revenues each year, subject to applicable laws and market conditions, building a strategic treasury position aligned with the adoption of on-chain data and agentic commerce.

The acquisition underscores the growing importance of decentralized data infrastructure as a catalyst for AI-driven commerce, linking enterprise adoption with the innovation energy of Web3.

ENDS

About Rezolve Ai

Rezolve Ai (NASDAQ: RZLV) is a global leader in AI-driven commerce, providing retailers and brands with proprietary technology that powers search, personalization, checkout, and omni-channel engagement. Its solutions enable businesses to harness AI for smarter customer experiences and operational efficiency. With foundational partnerships with Microsoft, Google, and Tether, Rezolve Ai is positioned to drive innovation across the $30 trillion global retail market. For more information, visit www.rezolve.com.

Forward-Looking Statements

This press release contains forward-looking statements, including expectations regarding Rezolve Ai’s revenue performance, market opportunity, and comparisons to peer companies. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. Comparisons to other companies are provided for illustrative purposes only; such companies differ from Rezolve Ai in scale, business model, funding, and risk profile. There is no assurance that similar valuation multiples will apply to Rezolve Ai. Additional information regarding risks and uncertainties facing Rezolve Ai is included in the Company’s filings with the SEC. Rezolve Ai undertakes no obligation to update forward-looking statements, except as required by law.

Investor Contact

investors@rezolve.com

Media Contact

Rezolve Ai
Urmee Khan - Global Head of Communications
urmeekhan@rezolve.com
+44 7576 094 040