JBAAM Special Opportunities Fund II LLC v. Rezolve AI plc

• Court: District Court, S.D. New York
• Decided: August 19, 2025
• Docket: 1:25-cv-06762
• Status: Unknown

Opinion

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

JBAAM SPECIAL OPPORTUNITIES FUND II LLC and YA II PN, LTD.,

Plaintiffs, No. 25-cv-6762 (RA)

v. ORDER

REZOLVE AI PLC and DAN WAGNER,

Defendants.

RONNIE ABRAMS, United States District Judge: This case was removed from New York State Court on August 15, 2025 and assigned to this Court yesterday. See Dkt. No. 1. In their notice of removal, Defendants asserted that this case has diversity jurisdiction because there is “complete diversity of citizenship.” Id. ¶ 11. However, neither the complaint nor the notice of removal alleges the citizenship of all members of Plaintiff JBAAM Special Opportunities Fund II LLC. See Catlin Ins. Co. v. Sentinel Ins. Co., Ltd. No. No. 23-cv-5355 (VSB), 2024 WL 3445057, at *4 (S.D.N.Y. July 17, 2024) (requiring notice of removal to specify “citizenship of each of [LLC’s] constituent members); Reed v. Marvin Lumber & Cedar Co., LLC, No. 22-cv-9701 (PMH), 2022 WL 1690963, at *2 (S.D.N.Y. Nov. 16, 2022) (same); see generally Bayerische Landesbank, N.Y. Branch v. Aladdin Cap. Mgmt. LLC, 692 F.3d 42, 49 (LLC takes citizenship of members, not state of incorporation or principal place of business). Separately, it appears that Plaintiff YA II PN, Ltd. is a Cayman Islands corporation, Dkt. No. 1 ¶ 8, which could destroy complete diversity given that both Defendants are also alleged to have foreign citizenship, see F5 Cap. v. Pappas, 856 F.3d 61, 75 (2d Cir. 2017) (“Diversity is lacking within the meaning of § 1332(a)(2) where the only parties are foreign entities, or where on one side there are citizens and aliens and on the opposite side there are only aliens.” (internal quotation marks omitted)). No later than August 27, 2025, Defendants shall submit a letter articulating why the Court has diversity jurisdiction over this case. Plaintiffs may file a response by September 3, 2025. SO ORDERED. Dated: August 19, 2025 Uf / New York, New York A 4 Ronnie Abrams United States District Judge