Rezolve AI PLC

Good day and thank you for standing by. Welcome to the Resolve AI half-year results 2026 webcast and conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1 and 1 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 1 and 1 again. Alternatively, you may submit your question via the webcast. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Crispin Lowery, Resolve AI President or Partnership, and Capital Markets. Please go ahead.

Thank you, operator, and good morning, everyone. Before we begin, I'd just like to remind you that today's discussion will include some forward-looking statements. These statements include, amongst other matters, our expectations regarding full-year revenue, annual recurring revenue, second half performance and seasonality, enterprise deployments, partner-led distribution, infrastructure licensing, the commercial potential of our technology, and our future operating and financial performance. Forward-looking statements are based on our current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to materially differ. Please refer to risk factors contained in Resolve AI's annual report on Form 20F and our subsequent filings with the Securities and Exchange Commission. We'll also refer to annual recurring revenue or ARR, which is a non-GAAP operating metric. ARR is not a substitute for revenue recognized under US GAAP and is not a forecast of future recognized revenue. The definition of ARR is included in today's results announcement. Our results announcement and financial statements are available on Resolve AI's investor relations website. I'll now hand over to Dan Wagner, our founder, chairman and CEO.

Thank you Crispin and good morning everybody. H1 2026 was a breakout period for Resolve AI. Revenue reached $130.8 million compared with $6.3 million in H1 2025, an increase of approximately 1970% or nearly 21 times. In six months, we generated nearly three times the revenue that we reported for the whole of 2025. Our customer base also expanded to more than 1,640 compared to just over 950 at the year end. These figures demonstrate that resolve can execute against ambitious growth objectives. But if the investment case is larger than the H1 numbers alone point out, I want to focus today on three developments that reinforce one another. First, we have built an increasingly powerful suite of Agentic Commerce, Customer Engagement, Loyalty, and Payments Capabilities. Second, Microsoft, Google, Tata Consultancy Services, and Tech Mahindra provide Resolve with global routes to market, enterprise deployment, and infrastructure adoption. Third, the proprietary data intelligence transaction and payment infrastructure beneath our products can increasingly be licensed independently, creating a potentially much larger long-term opportunity for resolve. We are a business entering global scale. Our immediate priority remains execution. We now serve more than 1,640 enterprise customers across the group. Publicly disclosed customer relationships include companies such as H&M, ASOS, Ferrero, Myntra, Rakuten Group, Omaha Steaks, Cineplex, Target, New Era, BJ's Wholesale, Rebag, The Container Store, Urban Outfitters, Mango, Qatar Airways, and Graybar. I will not go through all 1,640, but they are all of equal quality. The significance is not simply the number of customers. It is the installed base we are creating for the broader adoption of our technology. Our products address the principal stages of the modern commerce journey. Brain Commerce supports intelligent product discovery and customer engagement. Brain Checkout and our payments capabilities support transaction execution. Brain Power provides sophisticated commerce intelligence and is our proprietary large language model. Traceware, Auditable AI and Resolve Provenance provide accuracy, accountability and trust. Our proprietary distributed database platform provides the reliable, current and verifiable data infrastructure that AI agents require. Together these capabilities create the rails through which AI agents can access trusted information, understand intent, make decisions, engage customers, execute transactions, and support payments. We are distributing this technology through global industry leaders We're also scaling differently from a conventional enterprise software company. We're not attempting to build this business one customer and one salesperson at a time. Our relationships with Microsoft, Google, TCS, and Tech Mahindra provide access to global cloud marketplaces, enterprise sales organizations, established customer relationships, and large-scale implementation capacity. Our brainpower commerce tuned models are available through Microsoft Foundry and can be deployed on Microsoft Azure with integrations across Microsoft Dynamics 365 and Microsoft 365 Copilot. Our relationship with TCS combines Resolve agentic commerce technology with TCS's global enterprise relationships, implementation expertise and delivery network. Our alliance with Tech Mahindra provides a route to market through more than 1,100 enterprise customers, approximately 146,000 professionals and operations across 90 countries. Our relationship with Google spans both the commercial distribution and infrastructure adoption. These relationships are not simply logos. They are routes through which resolved technology can be introduced, procured, integrated, and deployed within enterprise environments around the world. They give us the potential to reach a substantially larger enterprise market without replicating the full cost, headcount, and geographic footprint of our partners. Google validates the infrastructure opportunity which is a very important strategic development following the half-one period end, was Google's selection of Resolve's proprietary distributed database technology after an extensive technical evaluation. The technology is being deployed at infrastructure level within Google Cloud, providing indexing and data pipelines supporting Google Cloud Web3 datasets. The initial deployment covers approximately 100 terabytes of data, which is a lot of data, across 10 blockchain networks, which is a lot of blockchains. This is important because Google did not simply select a front-end commerce application. It selected underlying resolve infrastructure for deployment inside of one of the world's leading technology platforms. This is a significant External validation of both our technology and our infrastructure strategy. The technology was built to provide accurate current and verifiable data at scale. That capability is essential as AI evolves from answering questions to taking actions and executing transactions. AI agents will only be as reliable as the data, intelligence and transaction infrastructure beneath them. S&P Global Market Intelligence forecasts that annual spending on AI infrastructure supporting data ingestion, integration and preparation will grow from approximately 109 billion in 2025 to 209 billion by 2030. We believe Google's selection establishes an important reference deployment from which Resolve can license its infrastructure more broadly across cloud computing, commerce, payments, financial services, digital assets, and other enterprise markets. We also believe Google is the beginning of this opportunity, not its conclusion. We expect to announce further infrastructure licensing agreements in the near term. Payments, loyalty and production scale validation. We're making important progress across payments and loyalty as well. The completion of the reward acquisition expanded our capabilities across more than 15 markets. Rewards Network now has relationships with Barclays, Visa, Mastercard, NatWest and Mashrec and has returned more than $2 billion in cashbacks to customers. Following the period end, our partnership with Zilch extended these capabilities into a payment platform servicing almost 6 million customers and driving more than $3.3 billion annually to our partner merchants. Our technology also demonstrated production scale during the FIFA 2026 World Cup measurement period from June 1 through July 31. Across 16 stadiums, the platform processed approximately 103 million app opens from 9.86 million unique devices and recorded 5.84 million geofence events. These are important proof points. They show that Resolve technology is not confined to demonstrations or pilot projects. It operates inside live high volume environments. As we move into H2, we have a seasonally stronger second half. And before I head back to Arthur, I want to address the shape of the year. The revenue profile for resolve is weighted towards the second half. Last year, we did $40 million in the second half versus $6 million in the first. And this is reflecting the peak retail and holiday trading, customer campaign activity, enterprise deployment timing, and increased partner led distribution. So our approximately 360 million of full year revenue guidance implies half to revenue of approximately 229 million, around 75% greater than H1. We believe our expanded customer base, growing product suite, enterprise deployments and global distribution relationships provide a strong foundation for that expected second half performance. We therefore reaffirm our expectation of approximately 360 million of revenue for fiscal year 2026 and our target of at least 500 million of ARR as we exit the year. I now have the call to Arthur to discuss our financial performance in more detail.

Thank you, Dan. Hello, everybody. So let me walk us through our financial performance for the first half of 2026. Revenue for the first six months ending June 30th, 2026 was $130.8 million compared with $6.3 million in the first half of 2025. This represents a transformational increase in the scale of our business and reflects the significant progress we have made in expanding our customer base, deployments, and revenue generating activities. Gross profit increased to $63.9 million compared with $6 million in the prior year period, with a gross margin of 48.9%. Our gross margin today reflects the current mix of software, professional services, loyalty, and platform activities, as well as the delivery and implementation costs associated with rapidly scaling enterprise deployments. to create meaningful operating leverage and drive continued improvement in gross margins. Our reported operating loss for the first half was $128.1 million compared with $32.4 million in the prior year period. The reported operating loss includes substantial non-cash expenses, most notably $41.5 million of share-based compensation and $20.4 million of depreciation and amortization. At the same time, we continue to make significant investments in sales and marketing, research and development, enterprise delivery capabilities, and infrastructure capacity. These investments are designed to support a business that is now operating at a fundamentally different scale and to position results for the significant revenue opportunity ahead. After an income tax benefit of $4.5 million, our reported net loss for the first half was $139.5 million, compared with $57.9 million in the prior year period. We believe it is important to look beyond the reported gap loss and understand the underlying economics of the business. On an adjusted EBITDA basis, our loss was $32.6 million. This reflects adjustments primarily for non-cash expenses and one-time costs associated with acquisitions and organizational restructuring. The key takeaway is that the underlying operating performance of the business is improving rapidly as revenue scales, while many of the investments we are making today are designed to support substantially greater revenue and profitability in the future. Net cash used in operating activities was $96.1 million during the first half, compared with $19.8 million in the prior year period. Net cash used in investing activities was $148.3 million, primarily reflecting business combinations, continued platform development, and other investments supporting our growth strategy. At the same time, net cash provided by financing activities was $232.5 million. During the first half, Resolve raised approximately $250 million of gross equity capital, providing the resources to accelerate investment in our technology platform, enterprise deployments, working capital, and other strategic initiatives. At June 30, 2026, we had $33.2 million of cash and cash equivalent, together with $67.4 million of restricted cash, totaling approximately $100.5 million. Restricted cash is presented separately because it is not immediately available for general corporate purposes. As we continue to scale the business, we remain focused on disciplined working capital management, debt maturities, and capital allocation. As we look forward to turning to Outlook, we are reaffirming our expectation of approximately $360 million of revenue for full year 2026. We believe the second half will benefit from several important factors. First, as Dan already mentioned, our business is naturally weighted toward the second half of the year, particularly the fourth quarter, reflecting the seasonal strength of retail and commerce. Second, we expect the continued rollout of customer deployments to contribute meaningfully to second half revenue. And third, we now have a significantly larger customer operating base than we had at the beginning of the year, so 1,640 compared to our 950 at the beginning of the year. And finally, our partner-led distribution strategy is beginning to expand the reach and scalability of the business, creating an increasingly powerful channel for bringing Resolve technology to enterprise customers around the world. Importantly, we continue to target at least 500 million of ARR exiting 2026. Taken together, these results demonstrate that Resolve is entering a new phase of scale and growth. We have built the platform, established the enterprise relationships, and created the distribution engine to support the next stage of the business. Now our job is simple, convert that scale into recurring revenue, expand margins, and turn growth into profitability. With that, I will hand the call back to Dan for closing remarks. Thank you, Arthur.

There are three messages I would like investors to take from today's call. First, the H1 results demonstrate execution. Revenue reached 130.8 million. Growth was approximately 1,970%. And our customer base expanded beyond 1,640 enterprise customers. Our global distribution model is strengthening. Microsoft, Google, TCS, and Tech Mahindra provide Resolve with access, credibility, and enterprise deployment capability at a scale that would be extremely difficult to reproduce independently. Third, Google's infrastructure deployment validates a much larger long-term opportunity. We have built more than a collection of AI applications. We've built the data, commerce, intelligence, transaction and payment rails required for the agentic economy. Those rails power our own products, but they can increasingly be licensed independently as infrastructure. That combination, demonstrated execution, global distribution and proprietary infrastructure is what makes Resolve Opportunity so significant. We remain focused on delivering our approximately 360 million of revenue for fiscal year 2026 and reaching at least 500 million of ARR as we exit the year and converting our emerging infrastructure opportunity into material commercial agreements. At our NASDAQ Investor Day on October the 6th, We intend to demonstrate how the full technology stack connects from trusted data and commerce intelligence through auditable workflows, transactions and payments, and how we plan to commercialize those capabilities. Thank you very much for joining us. Operator, we're now ready to take questions.

Thank you. To ask a question, you will need to press star 1 and 1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1 and 1 again. If you wish to ask a question via the webcast, please type it into the box and click submit. One moment for our first question. And this one comes from Rohit Kulkarni from Roth Capital Partners. Please go ahead.

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

Thanks Rohit. So, you know, these partners have long-standing relationships with their customers. And they provide the infrastructure technology to support those customers' engagement with their customers. So Tech Mahindra, Tata Consulting Services, Microsoft, Google, they are deeply embedded in their corporate customer infrastructure and they are trusted parties. We're relative new guys on the block. So when we get introduced to these customers and so on. in deployment discussions. And this is what's driving the very impressive momentum that we are seeing in the business because we are being brought in by very credible partners of our customers. So this is all just starting to ramp up because these partners are enormous. and we're minnows relatively and we're starting to see the fruits of those relationships land here in 2026. We have other partners that we will be announcing soon of impressive size and we're starting to become the main source for commerce and retail agentic capabilities because we feel and are seeing that we're the only game in town. and our partners are validating that. We obviously have a direct sales force that we built up over the last sort of year and that sales team is completely consumed by the deals that are coming through these partners.

Okay, great. But actually a follow-up to Arthur and his comments on gross margin and maybe add a little bit on capital requirements as well. What is the normalized gross margin profile right now? And how do you think in the mix between software and intra-licensing and partner-led revenues kind of affects gross margin over the next six to 12 months? And quickly recap kind of what are you assuming on the capital requirements of the business in your second half guide?

Okay, thanks Rohit. Thanks for the question. Our growth margin for the first half is 48.9%. It's obviously on the lower end, but mainly due to our acquisition of the loyalty business in the beginning of the year, as well as continued deployment of professional services. As we said, professional services is a way to help our customers get onboarded and get themselves ready, especially from the data management side of the world. So there's a lot of work that needs to be done that's not as high margin business. Our core margin business, as we have said time again, is that it's more than 90%. And so we always will focus on a higher, that is the goal of both loyalty and the professors is an enabler, for us to upsell and cross-sell our agent e-commerce infrastructure platform. So therefore, we're getting the high margin business. So over time, we expect that we will get, as we get into the second half of this year and into next year, we'll see this margin improve because of the uptake of our core agent e-commerce platform, which is the higher margin business. In terms of the capital needs, we don't really need any capital except for growth. So for us, the working capital for our running day-to-day, we are perfectly fine. As I said, on a cash and cash equivalent, and even including the restricted cash, we have close to $100 million of cash as of June 30th. So we have a runway to deal with that. We're obviously looking at different debt structures and other things really on the strategic side. So as we look at different potential acquisitions in the future, this is probably where our capital needs really, but that's all aligned to opportunity versus the running the day-to-day, okay?

Okay, great. One last one and then I'll go back in queue. On the Google announcement recently, I guess any more kind of the color on the economics or The future revenue potential, the release said that there was a little bit of exclusivity as well as 100 terabytes data across 10 blockchain networks. Perhaps just talk about how you expect the monetization to scale with data volume and use cases. Sounds like a very exciting opportunity.

I think the upside is many billions of dollars in revenue for resolve, billions from that one account alone. That's the upside. Where we are now is we're right at the very beginning. We've been selected from a hotly contested selection process. I think there were 24 companies vying for the contract. So the fact that we were selected is the beginning of what we believe to be a very meaningful relationship with that one customer. But that is just the beginning. The technology validation by Google. is a huge endorsement of the capability set that resolve has built by building the infrastructure for the agentic economy. This is what we discussed in my annual report for 2025, how we explained we built the database infrastructure, we built the payment rails for this new agentic world. And I don't believe anyone has spent the years that we spent Investing and thinking about how this new agentic world needs infrastructure to support it. And we did it because we had a very clear focus on agentic commerce. But the agentic world is not restricted to commerce. It's much broader than that. And so we have this new development for us, this new market opportunity for us. is just the beginning of what I think is extremely meaningful and we have refocused effort into selling this into the market.

Okay, great. Thanks, Arthur. Thanks, Dan.

Thanks.

Thank you. We are now going to take our next question. and this one comes from Brian Kilstinger from Alliance Global Partners. Please go ahead.

Great, thanks. Great to see all the progress you're making and especially the monetization of your data with Google. I'm curious, with the terabytes of data, my questions around the pricing strategy, is it based on a subscription of usage? Is it licensing? Are there annual minimums you can share? Any way you can talk about the pricing strategy would be great.

Brian, I really can't because there's some developments coming that I just can't get into that. But hopefully that information will be available to the market in the coming weeks because there is some follow-on news and I think that that will give greater visibility to what you're asking.

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

Again, I don't want to preempt what's coming. So I can't really comment on that right now. But look, it's a very lucrative, I'll put it like this, very lucrative for resolve. And there will be more information on this in the coming weeks.

Okay. My follow-up and my last question on TecmoHindra and TCS, A little bit of a different business model than Google and Microsoft. Can you talk about the early evidence you talked about impacting customer acquisition? Is it expanding reach in geography? Is it new accounts? Maybe talk about how it's impacting.

So these are companies that do what we do, that we were doing with professional services. and they've been doing it for a lot longer. We have a lot more customers. So what happened was we were selling Resolve technology into customers. We recognized that we needed to provide them with some professional services. So we spun up our professional services capability. It became clear that the longstanding professional services and companies, Tech Mahindra, TCS being two, recognize that there is demand for our capabilities and our products and that they will provide those professional services and we will provide the technology. So in many respects, the gross margin for us is much better when we sell through these guys because they do the professional services and we just provide the tech. And it's easier for us and faster for us to deploy and to win accounts because they're winning them for us. So that's kind of how it works with those guys. Great.

Thanks.

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

Thank you. We are now going to take our next question. And this one comes from Thomas Forte from Maxine Group. Please go ahead.

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

Yes, so the whole infrastructure play for Resolve is that we have built a unique database architecture in the blockchain. and we have built a set of payment rails in the blockchain that are designed to cope with the materially increased volume of activity that the agentic world demands. I'll give you an example, Tom. If you wanted to buy a pair of sneakers today, you would maybe go to Foot Locker, maybe go to Nike. But if you ask ChatGPT to help you buy a pair of sneakers, it will send agents out to 500 sites and interrogate them so if you think about how much volume of activity is going to happen just by you asking chat GPT instead of searching yourself it's going to go up hundreds and hundreds of X okay the agentic world is going to continue to see that kind of massive increase in volume activity and we believed In order to provide our services to market as long ago as 2016, we need to build the infrastructure to support that because the existing internet and the existing payment rails can't do it. So we started building that infrastructure, devising it and building it, and that's now been licensed by Google to support their ambitions. in this market. And I think that says a lot about the insight, the foresight, and the vision that Resolve had in building this infrastructure in the first place.

Excellent. And for my follow-up, Dan, can you give us your current thoughts on the competitive environment for Agenda Commerce?

I don't believe there is much out there, Tom. You know, I'm pleased to say that there's a lot of hand waving. There's a lot of, you know, far side chats going on about what agentic commerce is and so on. And we have actual infrastructure and actual products that we're selling it to customers. I don't think there's anybody else out there doing that. We're not aware of it. and I think that's why we're seeing these large hyperscalers, these large system integrators, these customer wins accelerating as they are because I think that we are at the moment stand out in this market.

Thank you, Dan.

Thanks, Tom.

Thank you. We are now going to take our next question. And this one comes from Mike Latimore from Northland Capital Markets. Please go ahead.

All right, great. Thanks. Yeah, congrats on the strong first half here. Just to be clear, does the second half guidance, does that include any expected acquisitions or is that all kind of organic versus first?

No, so it does not include any acquisitions. It is purely organic from our expectation.

Got it. And then is there a way to determine how much of the growth you expect comes from current customers expanding versus new logos being added?

Actually, it's both. We see current customers who started with a small engagement with us, learning about the very vast capabilities we have, who are doubling down or tripling down or quadrupling down on their commitment to us. And we're seeing new big accounts coming in with larger value. So the value of our customers is Contracts are going up because we're being brought into very large accounts by Tech Mahindra and TCS and so on. And so a combination of both those things, an increase in the value of contractual engagement and the increase in the utilization of our services from existing accounts.

Okay. And then the... It sounds like this... Distributed Data Platform, Google Partnership, and others can expand quickly. Is that product category meaningful to the second half guidance or is that more of a 2027 impact?

Yeah, I think, look, it's not a segment by itself because it is part of our overall agentic infrastructure. And so it is part of everything that we do. So we've historically already been deploying that technology to support our agentic commerce customers. So this is just scaling that and obviously looking for, you know, scaling to like Google and other type of scalers to expand ourselves. So it is not as if it's a new line of business that we're doing. It's an established line of business as core to our agent e-commerce.

Think of it as an internal product that's being sold internally to be utilized by the company, and now we've got external customers for that. We think it's very similar to the AWS playbook. Amazon built AWS to support the very fast momentum that they had in their retail business, and then they found that actually there are customers to use those cloud servers and infrastructure, and that became a very meaningful part of their business. In fact, I believe it's the most meaningful now. So we see a very similar playbook playing out with the agentic infrastructure that we built.

Great. And just on your professional services business, how many people do you have, you know, working in that part of the organization? And then it sounds like you're really helping customers prep their data to deploy agentic commerce. I guess just want to clarify that and then, you know, How long does it take to do that and then move on to selling the software?

So there's about 700 people in that group, mainly based in India, very capable, very smart people. In terms of how long does it take, obviously it depends on the size of the customers and their customers' catalog and what they want from us. But what we're finding is that one of the main products we have is called Enrich. where we use AI to enhance the product catalog and make it better and more visible both to consumer interrogation and also the answer engines like ChatGPT and Gemini and others. are seeing that product catalog and being able to utilize it in answering customer queries. So that enriched product is a main part of the professional services engagement by making that richer and more usable in this new agentic world. Thank you.

Thank you. We are now going to take our next question. And this one comes from my son Marion from Cantrell Fitzgerald. Please go ahead.

Yeah, hi. Thanks for taking our questions here. So I want to go back to the Google deal. Are there other similar opportunities out there to license this technology? And then would it make sense for some of the other hyperscalers or was there just something specific to Google?

There are other opportunities. In fact, there are many. We have a number that are in various stages of discussion and we expect to be announcing those in the second half.

Understood. Good to hear. When you think about this implementation, will it take some time? Is there a heavy lift? or will this turn on pretty quickly here with Google?

No, the one that we've announced is already being deployed and there is another infrastructure piece that we talked about which is our payment rails and we hope to announce licensing of that as well in the coming months.

Thank you.

Thank you. There are no further questions on the phone line. I will hand back to the speakers for web questions.

Web questions? No, I don't believe there are any web questions. So I'd like to thank everybody for their time and for those who have positive questions to us. I'd like to close by saying that H1 demonstrated the scale Resolve has already achieved. The opportunity ahead is to combine that operating base with global partner distribution and a new infrastructure licensing business recently validated by Google. We look forward to updating you on our progress and presenting the full platform to you at our NASDAQ Investor Day on October 6. Thank you very much.

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