NEW YORK, April 9, 2026 (GLOBE NEWSWIRE) — Rezolve Ai PLC (NASDAQ: RZLV), a leader in AI-powered trading infrastructure, today provided a direct response to Commerce.com’s board of directors. On April 8, the Board of Directors rejected Rezolve Ai’s proposal to acquire Commerce.com (NASDAQ: CMRC) through an exchange of one Rezolve Ai share for every two Commerce.com shares. In doing so, Commerce.com’s board described the proposal as a discount to current trading prices and argued that the recent “material business transformation” justified declining further involvement.
Commerce.com’s board is asking its shareholders to believe a fiction: that a barely traded screen price is the same as realizable value, and that 3% annual revenue growth represents a credible standalone recovery.
The Board’s response points to a one-day closing price, an approach that ignores the fundamental prospects of both companies. One of these is a fast-growing platform that is on track to achieve 7.5x annualized revenue growth, with 64% of its 2026 target already achieved. The other is guiding for just 1.5% over the next year, on a stock that has lost 96% of its value. Applying bargain prices to both takes away everything that matters: the growth trajectory, the synergy value, and the opportunity for recovery. A Board of Directors that cannot defend its own vision has no authority today to speak on behalf of the shareholders.
“The Commerce.com Board of Directors is hallucinating a turnaround that simply isn’t happening,” said Daniel M. Wagner, chairman and CEO of Rezolve Ai PLC. “Rezolve Ai is built to eliminate hallucinations from trading. Directors must be held to the same standard. A screen price is not liquidity, a rebrand is not a transformation and 3% growth is not a recovery story. Shareholders are asked to accept fiction as value, while the board rejects an offer from a company that moves at a very different pace.”
“Commerce.com shareholders don’t have to believe in a theory,” Wagner continued. “The Commerce.com board is trying to justify today. We are building the e-commerce infrastructure of tomorrow. We are offering Commerce.com 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 larger scale. Rezolve is designed to separate signal from fiction. The Commerce.com board had an opportunity to get involved. Instead, it chose to defend a hallucinated, self-contained future. We now take our case directly to the court. owners of the company.”
Rezolve remains committed to pursuing a disciplined, highly profitable combination and communicating directly with Commerce.com shareholders on what it believes is a superior path to liquidity, growth and long-term value creation.
Additional information
For more information, shareholders may contact Rezolve Ai’s Information Agent Georgeson LLC.
Information agent
Bill Fiske / Jim Gill, Georgeson LLC
Toll Free: +1 (877) 811-6561
E-mail: CommerceInfo@Georgeson.com
Shareholders are also encouraged to read Rezolve’s formal open letter and recent 2025 annual report, both of which have been filed with the SEC and are available at http://www.rezolve.com.
Media contact
The one-nine-three group
RezolveAi@the193.com
Contact person for investors
investors@rezolve.com
About Rezolve Ai
Rezolve Ai (NASDAQ: RZLV) is a leader in AI-powered solutions specializing in improving customer engagement, operational efficiency and revenue growth. The Brain Suite is the world’s first enterprise AI platform built for Agentic Commerce, delivering cutting-edge tools that leverage artificial intelligence to power search, transactions, fulfillment and personalization on a global scale. For more information, visit http://www.rezolve.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Rezolve AI plc (“Rezolve”) actual results may differ from its expectations, estimates and projections and, accordingly, you should not rely on these forward-looking statements as predictions of future events. Words such as ‘expect’, ‘estimate’, ‘project’, ‘budget’, ‘predict’, ‘anticipate’, ‘intend’, ‘plan’, ‘may’, ‘will’, ‘could’, ‘should’, ‘believe’, ‘predict’, ‘potential’, ‘continue’, ‘design’ and similar expressions that relate to us, our performance and/or our technology, including statements about the proposed transaction, benefits and synergies of the proposed transaction and future opportunities for the combined company, are intended to identify such forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that could cause actual results to differ materially. Such factors include, but are not limited to, the ultimate outcome of any potential transaction between Rezolve and Commerce.com Inc. (“Commerce”), including the possibility that the terms of any definitive agreement may differ materially from those described herein; uncertainties as to whether Commerce will work with Rezolve in connection with the proposed transaction; Rezolve’s ability to complete the proposed transaction with Commerce; the conditions to the completion of the proposed transaction, including the receipt of any required shareholder approvals and any required regulatory approvals; the possibility that Rezolve may not be able to realize expected synergies and operational efficiencies within the expected timeframes, if at all, and successfully integrate Commerce’s operations with those of Rezolve; that such integration may be more difficult, time-consuming or expensive than expected; and that operating costs, customer losses and business disruptions (including but not limited to difficulties in maintaining relationships with employees, customers or suppliers) may be greater than anticipated following the proposed transaction or the public announcement of the proposed transaction. You should also carefully consider the risks and uncertainties described in the “Risk Factors” section of Rezolve’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, as filed with the SEC on March 30, 2026 (the “Rezolve 20-F”), and subsequent filings with the SEC. These documents identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are beyond Rezolve’s control and are difficult to predict. Factors that could cause such differences include, but are not limited to: (1) competition, Rezolve’s ability to profitably grow and manage growth, and retain its management and key employees; (2) changes in applicable laws or regulations; and (3) weakness in the economy, market trends, uncertainty and other conditions in the markets in which Rezolve operates, and other factors beyond Rezolve’s control, such as inflation or rising interest rates. Rezolve cautions that the foregoing list of factors is not exclusive and undue reliance should not be placed on forward-looking statements, including projections, which speak only as of the date on which they are made. Except as required by applicable law, Rezolve does not intend to publicly update or revise the forward-looking statements contained herein, whether as a result of new information, future events, changed circumstances or otherwise.
Additional information
This press release shall not constitute an offer to buy or sell any securities or the solicitation of an offer to buy or sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities may be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. This press release relates to a proposal Rezolve has made for a business combination transaction with Commerce. In furtherance of this proposal and subject to future developments, Rezolve (and, if applicable, Commerce) may file one or more registration statements, proxy statements, offering statements or other documents with the Securities and Exchange Commission (the “SEC”).
Investors and security holders of Rezolve and Commerce are urged to carefully read the proxy statement(s), registration statement, tender offer statement, prospectus and/or other documents filed with the SEC in their entirety if and when they become available as they will contain important information about the proposed transaction. Any final proxy statement(s) or prospectus(s) (if and when available) will be sent to Rezolve and/or Commerce shareholders, as applicable. Investors and security holders may obtain free copies of these documents (if and when available) and other documents filed with the SEC by Rezolve through the website maintained by the SEC at http://www.sec.govand by visiting Rezolve’s investor relations site at https://investor.rezolve.com/.
This press release is not a solicitation of a proxy, nor a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document that Rezolve and/or Commerce may file with the SEC in connection with the proposed transaction. Nevertheless, Rezolve and its directors and executive officers and other members of management and employees may be deemed participants in the solicitation of proxies with respect to the proposed transactions. Information about Rezolve’s executive officers and directors can be found in the Rezolve 20-F. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC, if and when they become available. These documents (if and when available) can be obtained free of charge from the SEC’s website http://www.sec.govand by visiting Rezolve’s investor relations site at https://investor.rezolve.com/.
