Rezolve Ai (NASDAQ:RZLV) issued a sharp rebuttal on April 9, 2026, following the rejection of its acquisition proposal by the Board of Directors of Commerce.com (NASDAQ:CMRC).
The dispute centers on the valuation of a proposed all-stock merger, with Rezolve Ai accusing the Commerce.com board of "hallucinating" a standalone recovery while its stock remains down 96% from historical highs.
The offer, originally presented to the Commerce.com board on April 8, proposed an exchange of one Rezolve Ai share for every two Commerce.com shares.
The Commerce.com board dismissed the bid as a "discount" to its current trading price, citing a "material business transformation" as justification for remaining independent.
In its response today, Rezolve Ai characterized the rejection as a failure to recognize the fundamental trajectories of the two businesses.
Rezolve Ai highlighted its own aggressive growth profile as a leader in "Agentic Commerce," noting that it is currently on track for 7.5x year-on-year revenue growth.
The company also revealed that 64% of its 2026 revenue target of $360 million is already secured through contracted agreements.
In contrast, Rezolve pointed to Commerce.com’s own guidance, which projects 2026 revenue growth as low as 1.5% to 8%—a range described as insufficient to sustain a standalone turnaround.
Commerce.com, which operates a SaaS e-commerce platform primarily in the U.S. market, has faced a challenging environment, reporting a net margin of -5.65% in recent filings.
While its board remains optimistic about achieving GAAP profitability for the first time in 2026, Rezolve argues that a combination would provide superior liquidity and scale.
The rejection has set the stage for a potential hostile battle.
Rezolve Ai announced plans to engage directly with Commerce.com shareholders and has appointed Georgeson as its information agent for communications.
The company intends to demonstrate that the combined entity would form a global powerhouse in the AI-driven commerce sector, boasting a pro-forma valuation exceeding $700 million.