Summary

  • Rezolve Ai's H1 release describes $41.502 million of share-based compensation in its narrative and cash-flow statement, but the Adjusted EBITDA bridge adds back $51.502 million. The $10 million difference is not reconciled.
  • Reported Adjusted EBITDA of negative $32.609 million ties only with the larger add-back. Holding every other published line fixed and using $41.502 million produces negative $42.609 million.
  • The release also summarizes operating cash use at $96.1 million while its detailed cash-flow statement reports $91.956 million, a second difference of $4.144 million.
  • Revenue nevertheless rose to $130.788 million and gross profit to about $63.9 million. The useful response is a corrected bridge, not an inference that the growth did not occur or that either conflicting figure is intentionally wrong.

The smallest line that can change a market narrative is often the one expected to reconcile it. Rezolve Ai's H1 2026 results present $130.788 million of revenue, almost 20.7 times the prior-year half. They also present negative $32.609 million of Adjusted EBITDA. The revenue is a GAAP line. The Adjusted EBITDA figure is a constructed bridge, and one of its largest components does not agree with the rest of the release.

The narrative says reported losses were affected by $67.5 million of non-cash charges: $41.5 million of share-based compensation, $20.4 million of depreciation and amortization, and $5.6 million of impairment. The detailed cash-flow statement uses $41.502 million for share-based compensation. The Adjusted EBITDA table uses $51.502 million.

That is not a rounding difference. It is exactly $10 million.

The reported result needs the larger add-back

Rezolve starts its bridge at a net loss of $139.478 million. It adds $9.182 million of interest, subtracts a $4.491 million income-tax benefit, and adds $20.433 million of depreciation and amortization to reach negative $114.354 million of EBITDA.

The next adjustments are $5.419 million of unrealized foreign-exchange loss, $51.502 million of share-based compensation, $17.748 million of acquisition costs, $0.241 million of net loss on financial instruments, $1.260 million of termination payments and $5.575 million of impairment. Those lines tie to negative $32.609 million.

Substituting the $41.502 million used elsewhere, while changing nothing else, produces negative $42.609 million. This arithmetic does not prove which figure is correct. It shows that the published Adjusted EBITDA depends on the unexplained $10 million.

The distinction matters because Adjusted EBITDA is intended to help investors isolate operating performance from selected costs. A bridge that does not identify its own compensation perimeter cannot yet perform that job. It needs either a corrected number or an explanation that separates two different classes of award or expense.

Operating cash has its own missing $4.144 million

The same release's headline financial table says net cash used in operations was $96.1 million. The detailed cash-flow statement says $91.956 million. Both refer to the six months ended 30 June 2026 and use the same label.

The detailed number fits the rest of the cash statement. Negative $91.956 million from operations, negative $152.483 million from investing, positive $232.513 million from financing and positive $1.359 million from exchange-rate effects equal the reported $10.567 million decline in combined cash and restricted cash. The summary number would leave a further $4.144 million to explain.

Again, the fit does not authorize an editor to rewrite the release. A complete interim filing or correction may change one line, reclassify an item or supply a missing definition. Until then, the evidence supports only a reconciliation request.

A 20.7-fold comparison crosses an acquisition boundary

The top-line acceleration is substantial even after the accounting questions are separated. Revenue increased from $6.317 million to $130.788 million. Gross profit rose from $6.0 million to roughly $63.9 million. But cost of revenue expanded from $0.276 million to $66.844 million, taking gross margin from 95.2% to 48.9%.

That is a different business mix, not merely more of the same software sale. Rezolve says H1 now includes software, professional services, loyalty and platform activities. Its 2025 results reported a 66% GAAP gross margin and $46.8 million of annual revenue.

The audited 2025 Form 20-F also records a sequence of acquisitions that changed the group. Most importantly for this comparison, Rezolve completed Reward after year-end.

The Reward Form 6-K says the acquisition closed on 10 February 2026 at an initially disclosed cash price of approximately $230 million, subject to adjustments and retentions. Rezolve described Reward as adding about $90 million of annual revenue. H1 2026 includes Reward for most of the period; H1 2025 does not.

That does not mean all growth was acquired. It means the 1,970% headline is a changed-perimeter comparison. The current release does not give the bridge investors need across existing Rezolve products, acquired businesses, professional services, loyalty activity and infrastructure licensing.

Capital entered, moved and became restricted

Rezolve funded the larger perimeter with new equity. Its January offering Form 6-K records 62.5 million shares at $4.00 for $250 million of gross proceeds. The SEC filing index preserves the associated offering materials. H1 financing cash was $232.513 million, while weighted-average shares increased about 72.5% year on year.

The cash-flow statement reports $224.912 million paid for acquisitions and $81.263 million of cash acquired with those businesses. Netting only those two acquisition lines gives $143.649 million of acquisition cash outflow. That is not the same thing as total investing cash, acquisition price or current liquidity.

At 30 June, the balance sheet combined cash and restricted cash at $100.545 million. The narrative separates $33.2 million of cash and cash equivalents from $67.4 million of restricted cash. Short-term debt was $124.925 million. Current assets of $200.350 million sat against $405.584 million of current liabilities, a simple $205.234 million deficit.

Those figures do not establish a liquidity failure. They establish why restrictions, maturity, receivable collection and financing access must stay visible. Accounts receivable and unbilled receivable nearly doubled from year-end to $78.290 million, while deferred revenue fell 28.7% to $33.156 million. Revenue, billing, collection and usable cash are four separate transitions.

The second half must be materially larger

The preliminary H1 release estimated $127 million of revenue. The final figure came in higher at $130.788 million, useful counterevidence to a blanket execution critique.

Rezolve still expects approximately $360 million for 2026. Exact subtraction leaves about $229.212 million for H2, 75.3% more than H1. Average monthly revenue would need to rise from about $21.8 million to $38.2 million.

Management points to retail seasonality, deployment timing, more customers, partner distribution and infrastructure licensing. The Google deployment announcement describes roughly 100 terabytes across ten blockchain networks. It does not state contract value, recognized revenue, margin or cash receipts.

The next disclosure therefore has two jobs. It must correct the historical bridges, and it must show how H2 converts from access and deployment into revenue, receivables, gross profit and cash. Until both are visible, the fastest-growing number and the most flattering adjusted number remain less useful than they could be.

Sources