Rezolve AI (RZLV): Faking ARR by Acquiring Failing AI Start-ups w/ Declining Revenue; Promotional CEO’s History of False Statements

• Microsoft & Google Agreement Are NOT True Partnerships – RZLV Paying Tech Co’s Millions for Little in Return
• Products Have 0 Reviews & Minimal Downloads
• Faking ARR Growth by Acquiring Failed AI Start-ups with DECLINING Revenue
• Undisclosed BTC Treasury Lawsuit Shows Mgmt Trying to Move Investor’s Cash & BTC to Kazakhstan
• Ex-Employees & Data Exposes False Claims of a Proprietary LLM – It’s a “ChatGPT Wrapper”
• Potential Removal from Russell 2000 Index
• Self-Dealing – Acquired a Non-AI Company Owned by the CEO; Paid CEO’s Seychelles LLC ~$93.9 million

Rezolve AI (RZLV) went public via a SPAC in late 2024 touting itself as an AI company. Former employees told us the company actually had $0 in AI revenue. They said Rezolve was really still a mobile phone related tech company (which management tried & failed to SPAC back in 2021). Essentially management made up the idea in mid-2023 to suddenly declare Rezolve as an AI company. The former employees told us they were shocked because Rezolve had “no [AI] use case, they had no live example, they had nothing to sell … it was just a dream.” But that didn’t stop management from adding an A.I. to the company name and selling investors a dream that we believe is a bad hallucination.

• Dan Wagner, CEO & founder of Rezolve, Dark History from Powa…Deja Vu
  • Fake Customers: customers were just non-binding LOIs
  • Fake Strategic Partners: Some even sent cease-and-desist letters
  • Faulty Tech: Powa’s tech barely worked
  • Dubious Valuation based on sketchy transaction with failing Chinese company
  • Bankruptcy & stories about investors $$$ wasted on Strippers & Champagne
• Rezolve’s management is packed with Dan’s old lieutenants
• RZLV Insider Enrichment via CEO’s Seychelles Entity
  • Acquired non-AI related company – Corp Docs show CEO paid $10 for it
  • RZLV paid $93.9 million of shares to CEO’s Seychelles shell co
• Undisclosed Lawsuit Over BTC Treasury Reveals Mgmt Trying to Take Investor’s Cash & BTC to Kazakhstan
  • Is RZLV a BTC treasury company that owns 0 BTC?
• Suspect Strategic Partnerships – Paying for A.I. Friends withOUT Benefits:
  • Microsoft partnership appears to be just a one-way commitment to pay Microsoft lots of money
    • Rezolve got a MSFT press release + listed in Azure store – the app has 0 reviews
    • Rezolve claims they will get $130m of Revenue…their App can’t even get 1 review
  • Google – Despite committing to pay Google $10 million to be in Google Play Store app has 0 reviews & not even a Google press release
• International Corp Documents Expose the $100 Million ARR Growth Story is BS
  • Revenue to come from Buying Failed AI Start-ups w/ DECLINING Revenue
  • The Acquired Co’s have Busted Balance Sheets & Going Concern Notices
  • Never Disclosed Acquisition of ViSenze, a Failing Singapore AI Co, RZLV Pretended They Had New Customers
  • GroupBy, another Distressed Asset with Declining Growth and Declining Margins
• 2024 Revenue was only ~$190k & came from ticket sales to Spanish futbol games NOT A.I.
• Faking It is Easier than Making It? – Bogus Claims of Proprietary Tech exposed – RZLV LLM apparently is “ChatGPT Wrapper” – Basically a faked LLM
  • Formers said Rezolve’s LLM is a “ChatGPT Wrapper” & has no moat
  • Disclosures show Rezolve’s LLM is a “ChatGPT Wrapper”
  • Technical specs show the Rezolve LLM is a “ChatGPT Wrapper”
  • VC’s told us GPT Wrapper companies are worthless & non-defensible
• RZLV CEO says it’s LLM doesn’t Hallucinate BUT the LLM confirmed it Hallucinates
• Bogus Customer Announcements
  • All of Rezolve Customer Case Studies Recycled from Company’s they Acquired
  • Dunkin Donuts – Mgmt pretends they’re in hundreds of stores; Formers say tested in 2 stores & roll-out never happened
  • New Mexico Customer (Liverpool) – Actually an Old GroupBy Customer
  • Adobe – RZLV Claimed to Be Partners BUT No Adobe Reviews & Claims Vanished
• 187 Million Shares Registered for Resale Last Week – Will Insiders Dump?
• Potential Russell 2000 Index Removal
• We asked former employees if we should buy the stock – they told us we should “short it”
• We asked Rezolve’s AI if RZLV was a short – It told us Yes!

It all makes sense when you dig into the background of RZLV’s CEO, Dan Wagner. While Dan is ‘silky smooth’ and sounds good in presentations he is actually infamous in the UK for imploding a large start-up, Powa, when investors discovered Dan Wagner had made up fake partnerships and fake customers. Supposed ‘strategic partners’ sent Dan Wagner cease-and-desist letters to force him to stop using their company’s name.

We believe that Dan is up to his old playbook again at Rezolve AI and that customer relationships and partnerships are massively overstated. At Rezolve, Dan is selling the fantasy of fast-growing ARR. Behind the scenes Dan is actually buying failed A.I. start-ups with DECLINING revenue then PR’ing those company’s customers as “new customers.”

We believe Rezolve AI should consider changing their name to Rezolve DRR – Declining Recurring Revenue.

Fuzzy Panda Research is Short Rezolve AI (RZLV)  

Fuzzy Panda Research and Fuzzy Panda “Affiliates” are short securities of Rezolve AI (RZLV).  Please see additional disclosures at the end of report and in our terms of service. 

PART I – Dan’s Past Fiascos – Short Rezolve AI

“Smoke and Mirrors:” Dan Wagner’s History of Fake Customers, Fake Partnerships, and Misleading Investors

• Dan’s Powa Technologies was one of the Biggest Start-up Collapses in UK History
  • Claimed Non-Binding LOIs = Paying “Customers”
  • Customer Sent Cease & Desist Letters Over Claims it Was a Strategic Partner
  • Technology Didn’t Work Well
  • Even the $2.7 Bn Valuation was False & Misleading. It was based on all-stock deal with failing Chinese company
• Dan’s First Company, MAID, Lost 95% of its Value

“Dan Wagner is just a salesman obsessed with image — mainly his own” ~ former Powa CFO Steven Prowse

One of the biggest blow ups in UK tech history was Dan Wagner’s Powa Technologies. It was built on false statements about customers, strategic partnerships and revenue. It went from a $2.7 billion unicorn to zero.

• Fake Customers: Wagner claimed LOIs or just “early conversations” = paying customers.
• Fake Strategic Partners: Partners were forced to send cease-and-desist letters over false partnership claims
• Faulty Tech: PowaTag barely worked, former employees said.
• Suspect & Misleading Valuation Even Powa’s $2.7 billion valuation was completely misleading – it was based on an all-stock buyout of a Chinese company that Powa employees later said was failing.

Wagner was especially bullish about Powa’s partnership with China’s UnionPay. But that was all “smoke and mirrors” according to The Financial Times. It obtained internal Powa documents revealing “the relationship was more of a potential client pitching a product, rather than a relationship.”

“We didn’t have any live clients” ~ Former Powa Sales Executive

Powa was like Lordstown Motors (a failed bankrupt EV start-up). It pretended to have lots of customers, but all it really had were non-binding LOIs (a.k.a. pieces of paper).

As for Powa’s 1,200 customers, Business Insider reported that Wagner would claim to have a signed customer after a single meeting. But those were not real customers, they were just non-binding LOI’s. Powa salesman would even sometimes tell a low-level person at a prospective customer that they were simply signing an NDA before a meeting. Dan apparently would use that “NDA” to make a customer announcement.

Founded in 2007, Powa’s “PowaTag” was supposed to allow consumers to scan an item with their smartphones and then buy it online. It was touted as the Shazam for shopping, but the tech was cobbled together and outdated and barely worked and customers weren’t interested.

Dan lived up to his reputation as a salesman CEO who overhypes and oversells, misleading investors before running his businesses into the ground.

Former CFO Steven Prowse said the management was the worst he’d seen in three decades in a widely reported LinkedIn post (now deleted).

Powa’s “management were the worst I’ve seen in over 30 years. Breathtakingly immature and bipolar” ~ former CFO Steven Prowse

Investors poured ~$200 million into Powa on Dan’s empty promises. Powa spent millions of it on pricey offices in London and around the world, and lavish Christmas parties, including one with topless dancers.

Powa “slumped very rapidly … Dan himself had to lie low for a little while from an investor market perspective” ~ former Rezolve C-Level Executive

Wagner’s First Company Saw its Stock Price Collapse by 95%

Wagner showed up to the IPO of his first company, an early online info/database company called MAID, wearing a Donald Duck waistcoat. MAID’s underwriters dropped the IPO price by >26%.

Wagner later presided over at 95% share price collapse at MAID, which by then had been renamed Dialog.

The Financial Times dubbed it “Dial-a-dog.” The Telegraph has called Wagner, “the posterboy for the dot.com disaster.”

“His way is to hype his company and talk it up” ~ Keith Woolcock, British financial analyst

Rezolve Rises from the Ashes of Powa

Before Rezolve AI added “AI” to its name in 2023, it was called Rezolve Instant Saleware which used mobile image and audio recognition to allow people to purchase products easier.

If this sounds similar to what Powa did, that’s because it is.

Rezolve is “leveraging some concepts that they had built during the Powa time” ~ Former Rezolve C-level executive

During Powa’s bankruptcy, administrators warned Powa staff not to share IP with former management, which asked Powa employees to “pass computer code from staff laptops.”

Rezolve was incorporated under the name “Soul Seeker” in September 2015 and changed its name to “Powa Commerce” for one month in early 2016, before changing its name to “Rezolve Limited.”

We think Rezolve is Powa 2.0 and will end in the same way for investors. Many executives and board members have come from previous Wagner ventures. We count at least 8. See Appendix B for more:

• Director Anthony Sharp: previously was the Deputy Chairman at Powa
• President of Global Commerce Mark Turner was Regional Director at MAID and CCO at ATTRAQT which declined 45% during Wagners tenure, and surged 21% when he stepped down
• CCO Peter Vesco was CEO of PowaTag EMEA

Rezolve’s LLM is even called “Brainpowa.”

Rezolve’s SPAC History – Failed Mobile Tech Company That Couldn’t Come Public in 2021 Rebranded as an AI Co

Rezolve started its SPAC process in 2021 as a mobile technology company. Dan Wagner told investors in 2021 that Rezolve had a transformational mobile engagement technology and projected earning $1.05 Billion in Revenue by 2024. Rezolve missed their revenue target by 99.98% and generated <$190k in revenue in 2024. All of that revenue came from ticket sales for Spanish football teams. $0 of the revenue came from AI.

“Suddenly we were selling an AI product, and we’d never heard of it before … I just assumed that we were using someone else’s. We were building our product on top of someone else’s infrastructure.” – Former Rezolve Executive

PART II – Overhyped Partnerships – Short Rezolve AI

AI Friends with OUT Benefits – Rezolve is Paying Hundreds of Millions to Microsoft & Google to Hype a False Narrative

• Paying Microsoft $147 Million – Rezolve’s Product has ZERO reviews
• Paying Google $10 Million & Only 10k+ Downloads

Dig into Rezolve’s claimed AI “strategic partnerships” with Microsoft and Google, and you uncover that the deals are just like Rezolve’s AI … all hype and no substance. Dan Wagner essentially committed the company to paying large fees to both tech giants in exchange for the honor of claiming to be their partner.

Microsoft’s agreement is actually a commercial deal for Rezolve to purchase services. It has committed to PAY $147.66 million to Microsoft.

In return for paying >$147 million, Rezolve AI is available for download on the Microsoft Azure Marketplace. One year later Rezolve Ai’s Brain Suite App has 0 reviews!

Paying Microsoft hundreds of millions will apparently earn you 1 Microsoft press release and promises of co-selling support from a sales guy.

It should be obvious why no one would download and review Rezolve AI. Any retail company can easily create and integrate into their website their own custom AI agent built on top of ChatGPT. Retail companies are actively doing just that. Microsoft recently announced retailer Ralph Lauren built “Ask Ralph” which is built on top of Azure and OpenAI.

Paying Google $10 million – Rezolve’s App Has No Reviews and Only 10k+ Downloads

Google is receiving $10 million over the next 3 years from Rezolve. In return, Google will “enable (customers) access to Rezolve AI’s solutions.” At only 10k+ downloads, we believe that Rezolve signed a contract to become one of the most expensive cost-per-app download ever.

Rezolve AI’s Google app Lists NO Reviews & Barely Any Downloads!

In comparison, Perplexity has 50+ million downloads and ChatGPT has 500+ million downloads.

Rezolve doesn’t mention anywhere in the press release that they are the ones paying Microsoft and Google.

Rezolve spins these “strategic agreements” completely differently. The Rezolve press releases instead make it sound like over the next 5 years Microsoft will help them contract $130 million in revenues and claim Google will be >50% of revenues.

AI is full of circular partnerships — like Nvidia investing in $100 billion in OpenAI only for OpenAI to buy $100 billion more Nvidia chips. Rezolve’s deals are the opposite: Rezolve AI pays tech giants millions and appears to get virtually nothing in return.

PART III– Faking ARR Growth is Easier Than Making It – Short Rezolve AI

International Corp Documents Expose The $100 Million ARR Growth Story is BS – Faking It is Easier than Making It?

• Revenue Growth is Actually a Roll-up of Failed AI Start-ups with Negative Revenue Growth and Going Concern Notices
• Never Disclosed Acquisition of ViSenze, a Failing Singapore AI Co, RZLV Pretended They Had New Customers
• Acquired GroupBy, another Distressed Asset with Declining Growth and Declining Margins
• Related Party Acquisition of a Non-AI Company – Rezolve bought a company Owned by its CEO

When Rezolve went public it had $0 in AI revenue. 100% of the minuscule ~$190,000 of revenue came from an odd retail business of getting paid business transaction fees for Soccer Tickets for La Liga Spanish teams you have probably never heard of.

And before the Spanish ticketing sales, 98% of revenue came from radio advertisements.

“I would say he [Dan Wagner] has a form of buying bad companies as well…I think they don’t have a due diligence team” ~ Former Rezolve Sales Executive

Since growing AI start-ups are receiving insane valuations from VCs right now the only AI related companies that are available “for sale” are older failing businesses. Either businesses that could never scale or that were made obsolete. By combing international corporate records databases we uncovered that Dan Wagner is buying up failing AI start-ups and trying to repackage them as Rezolve’s organic AI growth.

So far in 2025, Rezolve has acquired two old failed AI start-ups that each had declining revenue and 1 unrelated consumer company that doesn’t have AI, but which was owned by RZLV’s CEO & his dad.

In total RZLV has only been able to buy up ~$25.9 million worth of DRR (Declining Recurring Revenue) but yet is saying they can hit $70-$100 million in ARR in 2025. We have doubts.

ViSenze – RZLV’s Undisclosed Acquisition at 10x P/Sales for Business with Revenue DECLINING 31%

ViSenze is a Singapore based image recognition start-up that was founded in 2012. We pulled the Singaporean business records and found that ViSenze had generated $48 million of accumulated losses and only has $4.7 million of revenue. In FY 2024, Revenue DECLINED by 31%.

Rezolve is a company that press releases everything. So it was very strange that Rezolve never disclosed via an SEC filing or a press release their acquisition of Singaporean based ViSenze in mid-August 2025.

Rezolve tries to spin M&A as organic growth. 4 days after their undisclosed acquisition of ViSenze in Singapore, Rezolve announced they’ve opened an APAC HQ in Singapore and less than a month later Rezolve announced they’ve launched visual search – the product they bought from ViSenze.

But ViSenze also has plenty of case studies on their website, and we think Rezolve will slowly start adding more case studies to their website to make it look like customers love their AI and that they’re gaining market traction.

In fact, Rezolve already started doing that with the roll out of Ajio, DFS, and Myntra. You can see below:

• ViSenze’s Ajio case here; Rezolve’s copied Ajio case here
• ViSenze’s DFS case here; Rezolve’s copied DFS case here
• ViSenze’s Myntra case here; Rezolve’s copied Myntra case here

ViSenze’s financials would scare off any investor, but not Wagner. Rezolve paid ~$44 million for ViSenze on Aug 15, 2025, for a company that did $4.7 million in declining sales. That’s ~10x DRR (Declining Recurring Revenue) multiple.

Financially struggling company but has AI – check!

Don’t take our word for it. ViSenze’s Glassdoor reviews from employees describe ViSenze’s business:

• “Company hasn’t found PMF (product market fit) after all these years” – link
• “Still doesn’t seem like they’ve found product market fit after so many years” – link
• “The company does not seem to be doing well financially” – link

GroupBy – Acquired Struggling AI Startup with Declining Revenue, Declining Gross Margins & a Going Concern Notice for $55 Million

Like ViSenze, GroupBy also has declining revenue, negative working capital, a going concern notice, and was incinerating cash.

Rezolve acquired GroupBy in Feb 2025 for $55 million and stated GroupBy “brings $30M in expected high-margin revenue for 2025.” Only in a Dan Wagner press release can Gross Margins that declined from 52% to 37% be considered “high margin.”

GroupBy’s financials tell the real story.

• GroupBy’s revenue DECLINED by 5% YoY in 2024, dropping to $18.9 million in sales.
• Gross Margins DECLINED from 52% to 37%
• The company posted a net loss of ~$9 million and had -$33 million in net working capital and maxed out their credit facility having drawn down $12 million of debt.

Rezolve would need to grow GroupBy’s revenue by ~60% this year to get to their stated $30 million in sales from GroupBy. Good luck. Also 37% gross margins that are declining are terrible for an AI start-up.

Employee Glassdoor reviews also paint a bleak picture:

• “The product is still a skeleton, and the sales numbers show the truth” – link
• “The company faced revenue growth challenges” – link
• “Questionable leadership at time, rocky sales” – link

At the time that Rezolve acquired GroupBy the company had also tripped their debt covenants.

Bluedot – Not AI, But a Related Party – Acquired from Seychelles Shell Co Owned by CEO, Dan Wagner and His Dad

In February, Rezolve acquired Bluedot Industries Inc and Industries Pty for $3.9 million from DBLP Sea Cow Limited. DBLP Sea Cow Limited is a Seychelles based entity that was owned by Dan Wagner, CEO of Rezolve, and his father.

Wagner acquired Bluedot Industries for only $10 in December 2023 according to ASIC financial documents but sold it to Rezolve for ~$3.9 million just over 1 year later.

Bluedot is NOT an AI company. Bluedot is a mobile phone geofencing company that’s been around since 2013 yet only generated $2.3 million in sales in 2024 with -$433,000 in net losses. This is not the type of financial performance that warrants using shareholder funds to pay your own CEO a 390,000x Return on their investment.

Believe it or not it gets even more suspicious.

Weeks later, in March, Rezolve paid an additional $3.2 million to acquire Bluedot, again, but this money was paid for Bluedot Innovation. Bluedot Innovation, was purchased from Tanist Group. Dan Wagner has connections to Tanist’s owner via a London Tech Group. According to our analysis of Australian corporate documents Tanist purchased Bluedot Innovations back in 2023 and then that same day Bluedot Innovations sold Bluedot Industries to Dan Wagner’s entity for $10. This is a long way of saying that we believe RZLV’s investors got F—ed while Dan Wagner got paid.

One day after Rezolve bought Bluedot Industries and filed their 6-K, Rezolve press released that they’re kicking off 2025 with “major retail expansion” naming brands like Dunkin’, BJ’s, and Coles Supermarkets. All these brands are Bluedot case studies, and “expansion” came inorganically through the acquisition of Bluedot.

“Geofencing is quite common in certain different industries. But for the use case of a retailer, which was [Rezolve’s] target market, it’s not great… I’d get a notification when I walk past every shop. That just doesn’t ever work,” ~ Former Rezolve Sales Executive

PART IV – More Self-Dealing & Deception – Short Rezolve AI

Rezolve Paid ~$93.9 Million to a Seychelles Entity – It’s Owned by CEO Dan Wagner

In 2023 and 2024, Wagner got Rezolve to pay him a combined $93.9 million in share-based payments to his Seychelles entity, DBLP Sea Cow. Meanwhile, Rezolve struggled financially. Generating only ~$330,000 in sales and recording net losses totaling ~$203 million over the same period.

ARR isn’t growing to $100 million anytime soon, but payments to Dan’s Seychelles entity might.

PART V– Investor Getting the ‘Reverse Borat’ – Taking Cash & BTC to Kazakhstan – Short Rezolve AI

BTC Treasury Blocked & Not Happening?!? – Undisclosed Lawsuit Shows Attempts to Move BTC & Cash to Kazakhstan

Dan Wagner tried to pull a ‘Reverse Borat’ on investors. Instead of a hilarious Kazak coming to the USA, Dan tried to move all the company’s cash and the potential BTC treasury from the USA to Kazakhstan!

From undisclosed legal documents, it appears the Bitcoin treasury is NOT happening due to Dan Wagner’s demands to move hundreds of millions of dollars of cash and bitcoin into the SPV that can only be set-up in Kazakhstan.

From AI to Bitcoin Treasury, Wagner knows how to press release the latest hype in the market. But that doesn’t mean he delivers on his word. Rezolve appears to have purchased no crypto despite press releasing their commitment to doing so.

Given that the Bitcoin treasury was designed to support Rezolve’s crypto payment platform initiative with Tether, we believe it’s highly unlikely that happens as well.

Why would Wagner, a man with an entity in the Seychelles, want to move hundreds of millions of dollars of cash and Bitcoin to Kazakhstan?? We will let investors decide …

PART VI – Fake It, Don’t Make It – Short Rezolve AI

Exaggerated Customer Claims – Case Studies in Dan Wagner Deception?

Dan Wagner has a history of exaggerating claims. In the Powa bankruptcy proceedings it was uncovered that many of the claimed customers actually were just non-binding LOIs and even worse in some cases were an NDA signed by a low-level employee.

One company, UnionPay reportedly was forced to send a cease-and-desist letter to get Wagner to stop making false statements about a partnership with them. The company said there was “no evidence of a relationship.”

Employees told us this practice of Dan Wagner announcing fictious agreements as customers continued from Powa and started right again at Rezolve.

“Every one of the LOIs we signed, their logo was on the website. You know, whether or not they signed a contract, it was irrelevant … It was all about the marketing” ~ Former Rezolve Senior Executive

Dunkin Donuts: Test Limited to 2 Restaurants & 100 People Served; NOT 11,300 stores & 3 million Customers Daily

Former employees told us the Dunkin Donuts deal was only for “2 restaurants” and “did NOT roll-out anywhere.”

Meanwhile, RZLV management highlights Dunkin Donuts as a successful case study in reducing wait times and highlights that there are “3 million customers served daily” and “11,300 restaurants worldwide”

“The deal with Dunkin Donuts was geofencing two restaurants for their drive through to see if people would use the app as they drive, drive into the restaurant to see if they could save time and help with the queues. [Dunkin] didn’t really roll it out very much after that. I don’t think it rolled out anywhere. And that was just two restaurants … Rezolve probably served like 100 people.” ~Former Rezolve Executive

Grupo Carso – The Strategic Partnership That Disappeared

Rezolve announced a strategic partnership with Grupo Carso in January 2023 stating they would be integrated into Claro Shop and T1 Comercios. Then they claimed that they spent the first half of 2023 conducting tests ahead of their anticipated Q3 2023 launch.

Then it was pushed out to Q4 2024.

Then it was no longer.

Grupo Carso is now only listed under Rezolve’s risk factors with no scheduled date for commercialization.

Adobe – 0 Reviews Even Though It Costs $0

By mid-2024, Rezolve claimed they signed partner agreements with Adobe and that revenues from that partnership should increase in Q4 2024.

As at end of September 2025, Rezolve still has 0 ratings on the Adobe Marketplace. Their adobe product is available for sale for $0.00.

Liverpool Mexico – Agreement Made with GroupBy Months Before Rezolve Acquired it – ARR Amount Could be Overstated by 70%

In April, Rezolve announced that they secured a “$9.8 million annual contract with Liverpool Mexico” but they forgot to mention that this partnership came from their acquisition of GroupBy.

Groupby and Liverpool have been in business together since 2021. Despite that, GroupBy recorded revenues from Mexico of $5.7 million in 2024, ~40% less than the $9.8 million stated by Rezolve.

We searched Liverpool’s filings and press releases and never found a single mention of Rezolve AI in anything.

None of Rezolve’s Case Studies Represent Organic Growth – ALL of the Case Studies are Copied from Failing Start-Ups They Acquired

We caught Rezolve trying to pass off the customers from companies Rezolve acquired as their own case studies. ViSenze has many case studies on their website and we believe Rezolve will start rolling out more case studies to try and make it look like they’re gaining market traction. Don’t be fooled!

PART VII – A ChatGPT Wrapper = AI Crapper? – Short Rezolve AI

Former Employees Disclose AI Pivot Came Out of Nowhere & “Proprietary LLM” Actually Built on ChatGPT

• ChatGPT Wrapper Company’s Lack Defensibility, Have Thin Margins, and are Reliant on Big AI Co’s
  • Mgmt Claims RZLV’s LLM is Proprietary
  • Formers Told Us it was a “ChatGPT Wrapper”
  • Disclosures Show LLM is a “ChatGPT Wrapper”
  • Tech Specs Show LLM is a “ChatGPT Wrapper”
• AI VC’s told us “There is no price I would pay for a ChatGPT Wrapper, there’s absolutely no defensibility”

“There was no one [at Rezolve] building an LLMs … the only plausible way that they could have been using an LLM in that space of time would be to use someone else’s” ~ Former Rezolve Sales Executive

Former Rezolve employees said the strategy of becoming an AI company in mid 2023 came out of nowhere. It occurred when management just decided one day to start calling themselves an AI company. They told us it was pure marketing hype and that no RZLV employees had been working on AI.

Former Employees Expose Brainpowa LLM as a GPT Wrapper!

“The Moat Doesn’t Exist”

“We did wrap [ChatGPT] and check whether a conversational AI would work … though it’s called a large LLM, it is not a large LLM solution” ~Former Rezolve C-Level Executive

Rezolve’s management claims to have a “proprietary LLM.” But former senior executives revealed the truth to us. We were told that Rezolve’s Brainpowa LLM chatbot is actually just a GPT wrapper. The former employee confirmed that Rezolve’s strategy of using the “GPT model” is easily “replicable” and explained how any company with a larger set of data or more money to invest would beat Rezolve AI. They told us “the moat doesn’t exist.”

Hidden Disclosure Show RZLV’s LLM is a ChatGPT “Wrapper”

Rezolve’s Help page masks the disclaimer of the AI model they use. But unfortunately for Rezolve we had AI do the digging and AI found disclosure that Rezolve AI LLM is just really a GPT wrapper hiding in plain sight … on their own website

Technical Specs Further Confirm Using an Open AI built LLM

An additional way to confirm this is by asking the LLM directly “What is the AI model’s cutoff date?” Rezolve’s web app answers the model cutoff date is September 2021 which it will tell you corresponds to ChatGPT 3 or ChatGPT 3.5 turbo.

Or if you happen to be 1 of the only 10k people that downloaded Rezolve’s Google Playstore app then that app will tell you September 2023 is the cutoff date indicating usage of GPT 4.

More Disclosure Confirms GroupBy Is Just Using Google’s LLM

Instead of hiding its reliance on tech giant’s LLMs, GroupBy actually states they use “Google Cloud Vertex AI Search for Commerce” right on their website.

Google’s Vertex AI Search for commerce is Google’s own conversational commerce agent built on top of Gemini. It is essentially an LLM specifically designed for shoppers, a plug-and-play agent.

AI VC Valuation for ChatGPT Wrapper Co’s – “Those are worth zero”

We asked a General Partner at a VC firm focused on AI “What Price to Sales multiple they would pay for an AI company that is really just a ChatGPT or a Gemini Wrapper?” They told us they wouldn’t pay anything for them.

“I wouldn’t. I don’t want to own a company that has no defensible moat. [ChatGPT Wrapper Company’s] Those are worth zero. There’s no price I would pay, I don’t wanna own them. There’s absolutely no defensibility.” ~ General Partner at AI Focused VC Firm

Rezolve AI Ranked as Sub-par Offering & Sub-par Strategy. Second Worst by The Forrester Wave

Rezolve recently press released about being included in a Forrester Wave Mapping of the AI ecosystem. What they don’t disclose to investors is where on the survey they ranked. In fact, they deleted the company name’s from the chart in their PR. Rezolve was the 2^nd worst!

Rezolve occupies the bottom left corner of the chart and rated by Forrester as having a “low strength of offering” and a “low strength of strategy.”

Not only was Rezolve the 2^nd worst, but we believe the only reason Rezolve is even ranked is because of their acquisition of GroupBy – which was previously ranked in the same bottom left portion of the Forrester report in Q3 2023.

The only company ranked below Rezolve, Lucidworks, appears to have an actual deal with Crate & Barrel. Embarrassingly, Rezolve claims Crate & Barrel as a customer in a case study.

Only One Patent Granted, and it’s Not for AI

Rezolve only has 1 patent granted and it’s not even for AI. It has to do with Rezolve’s previous business, before they added “AI” to their name.

The patent describes how Rezolve’s app, Shop Beautiful, can detect triggers (such as QR codes, image pattern, audio tone, etc) to cause a workflow to begin such as adding items to cart and launching checkout.

Interestingly, technology involving scanning an item for instant purchase is exactly what Powa was working on back in the day.

So Rezolve’s sole patent is for old technology that’s been around for over a decade, and for an app that only got 500+ downloads and can no longer be downloaded on the Google Play store. No wonder employees told us Rezolve’s moat doesn’t exist.

PART VIII – More Dan Wagner Hallucinations – Short Rezolve AI

Other Dan Wagner “Hallucinations” & Easily Disproved Misleading Statements

• Rezolve Solved Hallucinations = False
• Rezolve Spent 9 Years on its LLM = False
• Conversational AI in 95 Languages = False

Dan claims that Rezolve AI has “spent nine years solving this hallucination problem in product catalogues, and that’s what makes us really unique.” It’s pretty amazing that he solved the most difficult problem in AI over the last 9 years. Especially when former employees told us that in 2023 management just walked in one day and said we are going to call ourselves an AI company now.

Ask Rezolve AI if it Hallucinates – It Answers YES!

The issue for Rezolve AI’s LLM using other tech companies AI is that they can’t force it to tell a lie. We asked Rezolve’s “Brainpowa” both the Google app with only 10k+ downloads and mybrain.zone if it hallucinates. It told us YES!

Dan Claims That Rezolve’s AI works in 95 Languages – The Web Product Only Has 7 Languages; Another Has 13

Some start-ups use phrases like “fake it til you make it.” We believe a more accurate phrase for Dan Wagner press releases are “Why make it when you can just fake it?”

Dan has been claiming that Rezolve works in 95 languages since 2023. It’s 2025 and that claim appears to still be blatantly false and a figment of Dan’s imagination.

• Rezolve AI’s Web Platform (allegedly built as a ChatGPT wrapper) only supports 7 languages
• GroupBy only supports 13 languages

We asked the Rezolve AI platform if it’s a lie when a company claims to support 95 languages but only shows 7. AI answered us it “likely would be considered deceptive or misleading advertising” and could be deemed a “material misrepresentation” by the FTC.

Not a Hallucination #1 – Dan Wagner Dressed as David Bowie & Emailed Photos to ALL Employees

Thanks for making it this far in the report. Here is your reward. A photo that unfortunately is NOT a Hallucination.

Dan Wagner dressed up as David Bowie!

Just when you thought paying High P/Sales multiples for Old AI businesses with declining revenue, and dismal margins was a bad idea, or that making up false customers was a bad idea, Dan Wagner is there to let investors know there are a whole lot more bad ideas in him.

Dan Wagner emailed the below photo to ALL employees. He sent his David Bowie Tribute photo after he started missing payroll and before the company filed for bankruptcy.

Dan Wagner … Legend.

David Bowie … We’re Sorry.

Not a Hallucination #2 – Wagner Wore Donald Duck Coat for IPO

INTERNET, WE NEED YOUR HELP — FIND THE DAN DUCK PHOTOS!

Dan’s bad ideas began way before Bowie. He’s reported (here, here and here) to have worn a Donald Duck themed costume to the IPO of his first company, MAID (Market Analysis and Information Database). We have searched everywhere and haven’t found it. We need our readers help!

<Internet – Help us FIND Dan’s Donald Duck Photo!?>

We promise to update this report & sing your praises.

Helpful clues/search terms are LSE (London Stock Exchange)1994 IPO, Donald Duck Waistcoat/Jacket, Dan Wagner. FYI MAID changed its name to Dialog before the stock collapsed and fell 95%.

PART IX – Formers & AI Say – “Short Rezolve AI”

Conclusion – Formers & Even ‘Brainpowa’ Told Us to Short RZLV

When former executives and the company’s own LLM recommend shorting RZLV stock … you probably should.

We asked former Rezolve executives, “Would you invest in Rezolve?” They told us:

“No, I would not … I’d probably short them … I think the rug will get pulled at some point and then it will come crashing down” ~ Former Rezolve Senior Executive

We are one of the very few people that downloaded Brainpowa, Rezolve’s LLM. We asked Brainpowa if we should short the stock. It answered YES!

Brainpowa cited the substantial losses and market hype as reasons why Rezolve AI may indeed be a short.

Shorting RZLV is straightforward: taking the other side of Dan Wagner’s pitches has been a winning trade.

We believe that Dan Wagner is running the same playbook at Rezolve that he ran at Powa. Trying to fake it ‘til you make it but then never bothering to actually make it. Back then, he was caught misrepresenting customers and revenue; investors pulled the plug and Powa went bankrupt. We believe Rezolve is next.

Rezolve’s “growth” is being dressed up through low-quality, inorganic M&A of DECLINING revenue failing AI companies with going concern notices. VC’s told us “there is no price they’d pay” for a declining AI company, right now. These acquisitions make good press releases for Dan Wagner but we think they spell financial disaster for Rezolve’s investors.

Rezolve AI filed a registration statement for 187.5 million shares on Thursday September 25^th. Will there be heavy selling pressure once this registration statement becomes effective, we think so. Good Luck!

The company also raised $200 million last week. Do you think management would have waited until after earnings if numbers were good? Good Luck!

Questions For Rezolve’s Management Team:

1. How much Revenue has Rezolve generated from the supposed MSFT and GOOGL partnerships?
2. Are Rezolve’s LLM’s sitting on top of ChatGPT as a ChatGPT Wrapper? If No then why did your former employees, your AI, and disclosures say it is?
3. Why are 0 of your case studies related to actual Rezolve customers vs from failing start-ups you acquired?
4. How many Dunkin Donuts stores are paying for Rezolve software?
5. Why did you not disclose the acquisition of ViSenze?
6. Is Bluedot an AI company?
7. Why did Rezolve try to move hundreds of millions worth of cash and BTC to Kazakhstan?
8. Can we please get a copy of Dan’s Donald Duck photo?
9. DRR (Declining Recurring Revenue) Questions:
   1. What is the % decline of GroupBy’s revenue YTD in 2025?
   2. What is the % decline of ViSenze’s revenue YTD in 2025?
   3. How is revenue declining for your assets in the fastest growing sector in the market?
10. How are ticket sales for Spanish La Liga doing this year?

Fuzzy Panda Research is Short Rezolve AI (RZLV)  

Appendix A – Short Rezolve AI

Bonus Catalyst – We Believe a Russell 2000 Index Removal Could Be Very Likely

Background – According to the former head of compliance at FTSE Russell, we, fuzzy panda research,^[1] were the very first investors to ever successfully use the FTSE-Russell Index appeals process to get a company REMOVED from the Russell 2000 index back in 2017.

First Index Removal: WINS –37% in 2 days & -99.9% total

Our first FTSE-Russell index appeal was regarding Wins Finance (WINS). Months of lobbying helped lead to FTSE-Russell created a new index rule regarding N-shares for Chinese companies listed in the USA. This rule immediately disqualified Wins Finance from being part of the Russell due to their fake US Headquarters. The result was that WINS fell 37% in the 2 days after the index removal announcement and the company has fallen 99.9% since.

Second Index Removal: LFIN –41.5% in 2 days & -100% total

The next time we uncovered a false addition to the index involved Longfin Corp (LFIN). This time FTSE-Russell responded very quickly and within 2 weeks of our first contact with them Longfin Corp was removed from the Russell index. It fell 41.5% the day of removal and the stock is down 100% since.

We similarly believe that Rezolve AI was an erroneous inclusion in the FTSE-Russell index. We have already reported the discrepancy and spoke to the FTSE Russell head of index compliance last week.

Rezolve Admits in Legal Documents to Trying to Dump Stock onto Index Funds

What is even more shocking to us is that Rezolve has boldly admitted in their legal complaints that they filed that the company had planned to use the increased volume from a FTSE Russell index inclusion to dump shares onto the public. Essentially Dan Wagner and the company stupidly actually admitted in a legal complaint “under oath” that they had intended to rip off the FTSE-Russell index investors.

FTSE-Russell’s inclusion and exclusions does not actually take into account things like company management teams, admitting to trying to rip off Russell investors, but maybe they would make an exception for the egregious Dan Wagner.

Index Analysis Shows Rezolve AI Could Be Removed from the Russell 2000 Immediately!

FTSE-Russell follows a rigorous rules-based formula for inclusion/exclusion, and we believe it was mistakenly misapplied (and potentially manipulated) which allowed this UK based AI company that IPO’ed with 0 IPO revenue to accidentally end up on US Indices.

FTSE-Russell 2000 index inclusion is a very formulaic process that’s simple and clear.

Step 1 = One Unique Country? = No Answer

Step 1’s question is if the company is incorporated, headquartered, and traded in the same country?

• Rezolve AI – Country of domicile – UK
• Rezolve AI – Country of incorporation – UK
• Rezolve AI – Location traded – USA

If all 3 answers are a yes and the same country, then a company can be included in that country’s indices. Since the answer is a No Rezolve Ai proceeds to a test based on assets & revenue.

Step 2 – Asset Test – Initially UK? But Now Canada (post GroupBy Acq) = No Answer

Rezolve Ai IPO’ed with virtually no assets. It had little IP and only a small amount of cash listed in their FY 2024 20-F. Additional disclosure in the 20-F cites that Rezolve was keeping it’s cash in UK banks, but investor lawsuits also cited that RZLV’s CEO was attempting to move the company’s cash and BTC to Kazakhstan. This leaves ambiguity and makes the answer the Step 2 initially unclear. It probably was UK, but maybe it was Kazakhstan.

But after the acquisitions GroupBy and related party, BlueDot, an updated prospectus makes this Step 2’s answer more clear. >75% of the Assets reported post the acquisition are NOT in the USA with 63% of assets listed as being domiciled in Canada via BlueDot.

Since Canada is not one of Rezolve’s first 3 answered HCI’s in Step 1 Step 2 is inconclusive.

Step 3 – Revenue test – 100% of IPO Revenue = Spanish Soccer Ticketing Revenue

When the Index Inclusion test is run based on Revenue. If FTSE-Russell used the FY 2024 20-F it would shows that 100% of Rezolve’s FY 2024 & FY 2023 reported revenue came from Spain…for soccer tickets.

Spain is not one of Rezolve Ai’s primary HCI’s so the company would fail Step 3 and head to Step 4.

Step 4 – Is the company HQ’ed in non-BDI Country? YES! United Kingdom.

Finally at Step 4 of the country process FTSE-Russell should have reached a clear answer.

Rezolve Ai deserves to be tossed back across the pond to the United Kingdom.

Goodbye Wankers!

How we believe FTSE-Russell Could Have Mistakenly Included Rezolve in the Russell 2000?

We think that FTSE-Russell could have possibly been misled about the location of Rezolve’s revenue since the only disclosure in filings comes in an April 2025 20-F. The geographic disclosure of revenue only shows the revenue of GroupBy rather than the whole business. In this scenario, RZLV would’ve appeared to have ~52% of revenue in the USA.

However, that analysis would NOT include the actual core RZLV revenue of a mere $190k Spanish soccer tickets and it would also neglect to include the $2.5 million of Australian revenue from Bluedot. Including both of these numbers and revenue from the USA is <50%. Which we believe should’ve placed RZLV as having a HCI of the UK.

Note – We think it would be ridiculous for FTSE-Russell to base it’s decision on unaudited pro-forma financials of a start-up acquired after the revenue was generated as their Russell 2000 index inclusion, so we hope that was not actually the reasoning.

Appendix B – The “Yes” Men’ – Short Rezolve AI

Dan Wagner’s “Yes” Men – Management from Past Failures Hiding at Rezolve

Anthony Sharp, Non-Executive Deputy Chairman – Sharp and Wagner have known each other for decades. Sharp previously acted as Deputy Chairman at Powa, Wagner’s failed unicorn. But their relationship spans decades. Sharp was Wagner’s school friend and was referred to as “Dan’s Enforcer” and “right-hand man.” We think it’s weird that Sharp gets paid 4x more than all other directors. But maybe that’s because of their friendship.

Henry Agoh, Financial Controller – Agoh used to wash Dan Wagner’s car before becoming an accountant for several Wagner companies. He served at Powa, Venda, Versata, and MAID – all companies run by Wagner.

Peter Vesco, COO – previously served as CEO of PowaTag EMEA.

Mark Turner, President Global Commerce – previously served as Regional Director at MAID and CCO at ATTRAQT, both companies run by Wagner.

David Ingram, Group Chief Product Officer – previously served as CTO at Powa.

Stephen Savage, VP Business Development – previously served as AVP of Business Development at Powa.

Joon Hee Han, Country Manager Korea – previously served as Country Manager Korea at Powa.

Richard Webster, GM UK & Ireland – previously served as VP of Business Development at MAID and Venda. And as GM UK & Ireland at Powa. All companies run by Wagner.

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