Commerce.com Board of Directors Comments on Unsolicited Proposal from Rezolve Ai
Rhea-AI Summary
Commerce.com (Nasdaq: CMRC) announced its Board received an unsolicited all-stock acquisition proposal from Rezolve Ai (Nasdaq: RZLV) on April 8, 2026 and determined it significantly undervalues the company and does not warrant further engagement.
Rezolve Ai proposed exchanging 1 RZLV share for every 2 CMRC shares, implying a 47% discount based on Rezolve Ai’s April 7, 2026 close of $2.88; the Board previously rejected a Feb 22, 2026 Rezolve Ai proposal that implied a 29% discount based on a Feb 20 close of $2.15. The Board cited ongoing business transformation, efficiency gains, expanded margins, and AI-powered agency commerce positioning. Morgan Stanley and Latham & Watkins serve as financial and legal advisors.
Positive
- Board rejected offer implying 47% discount
- Previously rejected Feb 22 offer implying 29% discount
- Board cites ongoing material business transformation
Negative
- Rezolve Ai proposed 1 RZLV for 2 CMRC (Apr 8, 2026)
- Proposal values Commerce.com at a 47% discount to market
- Earlier Rezolve Ai proposal valued at a 29% discount
News Market Reaction – CMRC
On the day this news was published, CMRC declined 2.20%, reflecting a moderate negative market reaction. Argus tracked a peak move of +8.0% during that session. Argus tracked a trough of -17.7% from its starting point during tracking. Our momentum scanner triggered 11 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $5M from the company's valuation, bringing the market cap to $224.72M at that time.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
While CMRC was unchanged on the day, several close software peers like BIGC, LAW, PUBM and OOMA showed declines between about 4–8%, indicating broader sector softness rather than a CMRC-specific move so far.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Apr 06 | Customer awards | Neutral | +0.4% | Recognized APAC customers and partners across multiple ecommerce award categories. |
| Mar 04 | Peer capital raise | Positive | +1.7% | Cart.com announced a $180M growth equity investment to fund AI and logistics. |
| Feb 25 | Conference appearance | Neutral | -0.7% | CFO/COO scheduled to present at a Morgan Stanley TMT investor conference. |
| Feb 12 | Earnings results | Positive | -10.2% | Reported FY2025 growth, improved cash generation, and 2026 guidance for revenue and income. |
| Jan 29 | Product integration | Positive | +1.0% | Expanded Stripe Optimized Checkout Suite integration across global regions for merchants. |
Recent CMRC news has produced mixed reactions, with product and partnership updates seeing small gains while the latest earnings release led to a double‑digit decline despite improved cash generation and guidance.
Over the last few months, CMRC has highlighted incremental progress across operations and product. A Stripe integration expansion on Jan 29 and APAC partner awards on Apr 6 saw modest positive reactions. Earnings on Feb 12 showed $342.3M revenue and improved cash generation but the stock fell over 10%. Today’s rejection of Rezolve Ai’s discounted stock proposals fits a pattern of management emphasizing transformation and long‑term value.
Market Pulse Summary
This announcement details CMRC’s board rejecting Rezolve Ai’s revised offer, which implied a 47% discount to CMRC’s current share price based on Rezolve’s $2.88 close. The board had already rejected a February proposal implying a 29% discount. Context from recent earnings showing $342.3M in revenue and improved cash generation highlights why directors emphasize long-term value and the ongoing business transformation over accepting deeply discounted stock-for-stock terms.
Key Terms
all-stock proposal financial
AI-generated analysis. Not financial advice.
Proposal Significantly Undervalues the Company and Does Not Warrant Further Engagement
AUSTIN, Texas, April 08, 2026 (GLOBE NEWSWIRE) -- Commerce.com, Inc. (Nasdaq: CMRC) (formerly BigCommerce Holdings, Inc.) today confirmed its Board of Directors received an unsolicited proposal from Rezolve Ai PLC (NASDAQ: 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
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
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 efficiency, 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.
Morgan Stanley is serving as financial advisor to Commerce.com, and Latham & Watkins LLP is serving as legal counsel.
About Commerce
Commerce (Nasdaq: CMRC) empowers businesses to innovate, grow, and thrive by providing an open, AI-driven commerce ecosystem. As the parent company of BigCommerce, Feedonomics, and Makeswift, Commerce connects the tools and systems that power growth, enabling businesses to unlock the full potential of their data, deliver seamless and personalized experiences across every channel, and adapt swiftly to an ever-changing market. Trusted by leading businesses like Coldwater Creek, Cole Haan, Dell, Harvey Nichols, King Arthur Baking Co., Mizuno, Pacsun, Perry Ellis, Skechers, SportsShoes and Uplift Desk, Commerce delivers the storefront control, optimized data, and AI-ready tools businesses need to grow, serve diverse buyers, and operate with confidence in an increasingly intelligent, multi-surface world. For more information, visit commerce.com or follow us on X and LinkedIn.
Media Relations Contact
Brad Hem
PR@commerce.com
Andrew Siegel / Sophie Throsby / Melissa Johnson
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Investor Relations Contact
Tyler Duncan
InvestorRelations@commerce.com
