Commerce.com Board of Directors Comments on Unsolicited Proposal from Rezolve Ai

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.

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

Argus Apr 9 session

-2.20% close to close Open Argus

Details

News Market Reaction – CMRC

In the Apr 9 session, CMRC declined 2.20%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details CMRC’s board rejecting Rezolve Ai’s revised offer, which implied a 47% dis...

Analysis

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 Figures

Rezolve Ai price: $2.88 Implied discount: 47% Rezolve Ai prior price: $2.15 +5 more

Rezolve Ai price

$2.88

Used to value latest stock-for-stock proposal as of Apr 7, 2026

Implied discount

47%

Discount to current CMRC share price in latest Rezolve Ai proposal

Rezolve Ai prior price

$2.15

Used to value Feb 22, 2026 all-stock proposal (Feb 20 close)

Implied prior discount

29%

Discount to CMRC share price in February Rezolve Ai proposal

Current CMRC price

$2.73

Pre-news reference price from market context

52-week high

$5.545

CMRC 52-week high from market context

52-week low

$2.41

CMRC 52-week low from market context

FY2025 revenue

$342.3M

Reported in Feb 12, 2026 earnings release

Historical Context

5 past events · Latest: Apr 06

5 events

1. Apr 06

   Customer awards

   24h Move

   +0.4%

   Recognized APAC customers and partners across multiple ecommerce award categories.

2. Mar 04

   Peer capital raise

   24h Move

   +1.7%

   Cart.com announced a $180M growth equity investment to fund AI and logistics.

3. Feb 25

   Conference appearance

   24h Move

   -0.7%

   CFO/COO scheduled to present at a Morgan Stanley TMT investor conference.

4. Feb 12

   Earnings results

   24h Move

   -10.2%

   Reported FY2025 growth, improved cash generation, and 2026 guidance for revenue and income.

5. Jan 29

   Product integration

   24h Move

   +1.0%

   Expanded Stripe Optimized Checkout Suite integration across global regions for merchants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

all-stock proposal

1 terms

all-stock proposal financial

"previous unanimous rejection of a private, unsolicited all-stock proposal received"

An all-stock proposal is an offer to buy or combine with another company by paying entirely with shares rather than cash. For investors, it changes who owns what slice of the combined business and can dilute existing holdings or create value if the deal boosts future earnings — like trading your cash for a stake in a new joint venture instead of getting paid outright. Because no cash changes hands, the outcome depends heavily on the future share price and the perceived fit of the two companies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 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 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

FAQ

What did Commerce.com (CMRC) say about the April 8, 2026 offer from Rezolve Ai (RZLV)?

The Board said the April 8, 2026 Rezolve Ai proposal significantly undervalues Commerce.com. According to the company, the offer of 1 RZLV per 2 CMRC implied a 47% discount to Commerce.com’s market price based on RZLV’s April 7 close.

What were the terms and implied valuation of Rezolve Ai’s April 8, 2026 offer for CMRC?

Rezolve Ai proposed exchanging 1 share for every 2 Commerce.com shares, implying a 47% discount. According to the company, the discount was calculated using Rezolve Ai’s closing price of $2.88 on April 7, 2026.

How did Commerce.com’s Board respond to the February 22, 2026 Rezolve Ai proposal?

The Board unanimously rejected the Feb 22, 2026 unsolicited all-stock proposal. According to the company, that earlier proposal implied a 29% discount based on Rezolve Ai’s Feb 20, 2026 closing price of $2.15.

Will Commerce.com engage further with Rezolve Ai after the April 8, 2026 proposal?

No, the Board determined the revised proposal does not warrant further engagement. According to the company, the Board and management will instead focus on advancing the company’s material business transformation and long-term shareholder value.

Who is advising Commerce.com (CMRC) on this unsolicited proposal from Rezolve Ai?

Commerce.com is represented by Morgan Stanley as financial advisor and Latham & Watkins as legal counsel. According to the company, these advisors are supporting the Board and management in evaluating strategic options and pursuing shareholder value.