CMRC News & Events

Rezolve Ai (RZLV) responded to the Commerce.com (CMRC) Board of Directors' adoption of a stockholder rights plan. The company said, "Rezolve Ai views this as a transparent attempt by a failing Board to entrench itself and prevent Commerce.com shareholders from acting on an offer that presents material upside. Commerce.com's claim of a 47% discount is based on a single day's closing price. It ignores Rezolve Ai's Wall Street analyst consensus target of $11.00, the company's contracted 2026 revenue of $232M, full-year guidance of $360M representing 7.5 times year-on-year growth, and the materially higher trading multiple a combined platform of this scale and trajectory would command. Valuing a transformational combination by a historic spot price is misleading and obscures the opportunity from the very shareholders Commerce.com's Board claims to be protecting. The Commerce.com Board has presided over a 96% decline in the company's stock price from its post-IPO peak. Their shareholders are now stuck in an illiquid position, with limited ability to exit at the current $2.50 share price. The Board is now seeking to prevent shareholders from considering a value-maximizing exchange offer by threatening to impose massive dilution on any potential acquiror. Through the adoption of the Poison Pill, the Commerce.com Board is effectively forcing shareholders to remain under the stewardship of the directors responsible for the tremendous erosion in shareholder value. With the election of directors scheduled to occur on May 14, 2026 at Commerce.com's 2026 annual meeting, Rezolve Ai believes shareholders will soon have an opportunity to express their views on the Board's failure of leadership and vision and the need for transformational change...Commerce.com's more than 60,000 merchants are equally affected. They are operating on a platform falling further behind every quarter with no credible path to AI-native infrastructure under current management. They too deserve a clear path to commercially viable enterprise AI. Together, Rezolve Ai and Commerce.com would form an integrated, full-stack smart commerce platform, combining Rezolve's AI-native infrastructure with Commerce.com's network of thousands of mid-market and enterprise merchants to create a single, end-to-end engine for the agentic commerce era...Rezolve Ai is assessing whether the Rights Plan complies with applicable law and whether the Board's adoption of the Rights Plan is consistent with its fiduciary duties to shareholders. A Rights Plan implemented within one week of shareholders being apprised of a forthcoming proposal implying more than double the current market price, by a board that has overseen near-total destruction of shareholder value, raises serious questions. Rezolve Ai will provide a further update in due course once it has had an opportunity to review Commerce.com's Form 8-K filing with the details of the Rights Plan."

Commerce.com (CMRC) announced that its board of directors has adopted a limited duration stockholder rights plan. The rights plan is effective immediately and is scheduled to expire on April 12, 2027. The board adopted the rights plan in response to the unsolicited acquisition proposal made by Rezolve AI (RZLV) on April 8 under which Rezolve AI proposed to acquire all of the outstanding common shares of Commerce.com by exchanging one Rezolve Ai share for every two shares of Commerce.com, implying a 47% discount to the current Commerce.com share price, based on Rezolve Ai's closing price of $2.88 on April 7. The board, consistent with its fiduciary duties, carefully reviewed the unsolicited acquisition proposal and determined this proposal significantly undervalues the Company, is not attractive to Commerce.com stockholders, and does not warrant further engagement.

Rezolve Ai (RZLV) issued a direct response to the Commerce.com (CMRC) Board of Directors. On April 8, the Board rejected Rezolve Ai's proposal to acquire Commerce.com. through an exchange of one Rezolve Ai share for every two Commerce.com shares. In doing so, the Commerce.com Board described the proposal as a discount to current trading prices and argued that its recent 'material business transformation' justified rejecting further engagement. The company said, The Commerce.com Board is asking its shareholders to believe in a fiction: that a thinly traded screen price is the same thing as realizable value, and that 3% annual revenue growth constitutes a credible standalone recovery. The Board's response points to a single day's closing price, an approach that ignores the fundamental outlook of either business. One is a high-growth platform on track to deliver 7.5x year-on-year revenue growth, with 64% of its 2026 target already contracted. The other is guiding for as little as 1.5% in the year ahead, on a stock that has lost 96% of its value. Applying spot prices to both strips out everything that matters: growth trajectory, synergy value, and recovery optionality. A Board that cannot defend its own outlook has no standing to speak on behalf of shareholders today." "Commerce.com's Board is hallucinating a turnaround that simply is not there," said Daniel Wagner, CEO. "Rezolve Ai was built to eliminate hallucinations from commerce. Boards should hold themselves to the same standard. A screen price is not liquidity, a rebrand is not transformation and 3% growth is not a recovery story. Shareholders are being asked to accept fiction as value while the Board rejects an offer from a business moving at an entirely different pace. Commerce.com shareholders do not need to believe in a theory. Commerce.com's Board is trying to justify today. We are building the e-commerce infrastructure of tomorrow. We are offering Commerce.com's shareholders a path out of an illiquid mirage and into a company with real momentum, real liquidity and a clear line of sight to substantially greater scale. Rezolve was engineered to separate signal from fiction. Commerce.com's Board had its chance to engage. Instead, it chose to defend a hallucinated standalone future. We are now taking our case directly to the owners of the company."

Commerce.com (CMRC) confirmed its Board of Directors received an unsolicited proposal from Rezolve Ai (RZLV) under which Rezolve Ai proposed to acquire all of the outstanding common shares of Commerce.com by exchanging one Rezolve Ai share for every two shares of Commerce.com, implying a 47% discount to the current Commerce.com share price, based on Rezolve Ai's closing price of $2.88 on April 7, 2026. The Board of Directors determined this proposal significantly undervalues the company, is not attractive to Commerce.com shareholders, and does not warrant further engagement. This decision follows the Board of Directors' previous unanimous rejection of a private, unsolicited all-stock proposal received from Rezolve Ai on February 22, 2026 under which Rezolve Ai proposed to acquire all of the outstanding common shares of Commerce.com by exchanging one Rezolve Ai share for each Commerce.com share, implying a 29% discount to prior Commerce.com share price, based on Rezolve Ai's closing price of $2.15 on February 20. It is notable that the revised proposal received today is even less favorable and implies a significant discount to the company's current market valuation. "The Board and management team remain committed to maximizing long-term value for Commerce.com shareholders, and are focused on further advancing its recent material business transformation. With improved eciency, expanded margins, realigned investment to the highest-impact growth areas, and a clear position in AI-powered agency commerce, Commerce.com is well positioned to deliver enhanced growth and value. The Board and management team will continue to take actions to advance that objective."