Rezolve Ai plc has filed a Form 6-K after issuing a forceful press release responding to the Commerce.com board’s rejection of its proposed share-for-share acquisition. Rezolve had offered an exchange of one Rezolve Ai share for every two Commerce.com shares, which Commerce.com’s board labeled a discount to its current trading price.
Rezolve disputes this, arguing Commerce.com’s thinly traded stock and 3% annual revenue growth do not support a credible standalone turnaround, especially for a stock it says has lost 96% of its value. By contrast, Rezolve highlights itself as a high-growth platform targeting 7.5x year-on-year revenue growth, with 64% of its 2026 revenue target already contracted.
The company states it will now take its case directly to Commerce.com shareholders and remains committed to pursuing what it describes as a disciplined, highly accretive combination, while including extensive forward-looking statements and transaction risk disclosures.
Rezolve Ai plc has used this report to take its proposed business combination with Commerce.com, Inc. directly to Commerce.com shareholders. Rezolve outlines an all‑stock proposal offering two Commerce.com series 1 common shares for one Rezolve Ai ordinary share at a fixed 2‑for‑1 exchange ratio.
Rezolve’s materials state that a combined Rezolve–Commerce.com platform would generate over $700 million in revenue and be “instantly profitable,” leveraging Commerce.com’s base of more than 60,000 online stores with Rezolve’s Brain Suite and RezolvePay products. Rezolve highlights its own scale and growth, including $46.8 million in fiscal 2025 revenue, H2 2025 revenue growth of 543% over H1, a $232 million annualized run rate, and raised 2026 revenue guidance to $360 million, as well as more than $750 million in total capital raised and $232 million of contracted revenue.
REZOLVE AI PLC reports a beneficial ownership disclosure by Alejandro Gonzalez of 22,808,171 Ordinary Shares, representing 5.7% of the class.
The filing states 398,827,587 Ordinary Shares outstanding as of January 21, 2026 and reports Gonzalez's holdings as of the market close on March 20, 2026. The filer reports sole voting and dispositive power for all shares.
REZOLVE AI PLC director Derek B. Smith reported his initial holdings. He holds options to buy 326,395 Ordinary Shares at $0.0001 per share, exercisable until September 20, 2034, and options on 300,000 Ordinary Shares at $0.0001 per share, exercisable until January 1, 2036. He also directly owns 33,334 Ordinary Shares. A footnote states one option grant was issued under the Rezolve AI plc Long Term Incentive Plan.
Rezolve Ai plc reported a major scale-up in 2025, with GAAP revenue rising to $46.8 million from $2.0 million in 2024 and GAAP gross margin at 66%, while core software margins exceeded 90%. The company still posted a net loss of $101.4 million, though this improved from a $173.5 million loss a year earlier.
December 2025 revenue of $19.4 million translated into an annualized run rate of about $232.8 million ARR, supporting a raised 2026 revenue guidance of $360 million and a targeted 2026 exit ARR above $500 million. Cash and cash equivalents reached $111.1 million, and management highlights more than $750 million of total funding and no intention to issue new equity for operational needs.
REZOLVE AI PLC Chief Operating and Financial Officer Arthur Yao filed an initial ownership report showing his equity position in the company. He holds 2,000,000 Ordinary Shares directly, reflecting a substantial direct stake.
Yao also holds several option awards with a nominal exercise price of $0.0001 per share, each expiring on September 18, 2034. These options cover 435,049 Ordinary Shares exercisable from September 30, 2024, 33,333 shares exercisable from September 30, 2026, and 33,334 shares exercisable from September 30, 2027, all granted under the Rezolve AI plc Long Term Incentive Plan.
REZOLVE AI PLC director Anthony Sharp filed an initial ownership report showing his current stake in the company. He reports direct ownership of 2,071,793 Ordinary Shares. He also holds Warrants to Purchase Ordinary Shares that are exercisable into 15,850 Ordinary Shares at an exercise price of $8.00 per share, with these warrants expiring on January 31, 2027. This filing lists existing holdings and does not show any recent share purchases or sales.
REZOLVE AI PLC director Stephen Perry filed an initial Form 3 reporting his equity holdings in the company. He reports direct ownership of 778,926 Ordinary Shares, plus an indirect holding of 128,530 Ordinary Shares held by his spouse.
He also reports derivative positions, including Warrants to Purchase Ordinary Shares covering 12,700 underlying shares at an exercise price of $8.0000 per share expiring on January 31, 2027. In addition, he holds Options (Right to Buy) over 200,000 underlying Ordinary Shares at an exercise price of $0.0001 per share expiring on September 20, 2034, and further options over 300,000 underlying Ordinary Shares at the same $0.0001 exercise price expiring on January 1, 2036. One option position is noted as issued under the Rezolve AI plc Long Term Incentive Plan.
REZOLVE AI PLC Chief Executive Officer and 10% owner Daniel Maurice Wagner filed an initial ownership report showing significant holdings of the company’s ordinary shares and related derivatives. He directly owns 4,698,505 Ordinary Shares and indirectly holds additional securities through DBLP Sea Cow Limited, which he wholly owns and helps manage.
Indirect positions include 46,972,161 Ordinary Shares and warrants covering 250,000 Ordinary Shares at an exercise price of 8.0000, expiring on 2027-01-31. Wagner is also associated with call options representing obligations to sell 1,566,697 Ordinary Shares at 1.4800 and 2,025,496 Ordinary Shares at 3.0000, both expiring on 2026-08-16 and currently exercisable by Bradley Wickens. The filing records existing holdings rather than new share purchases or sales.
Rezolve AI plc director Sir David Wright filed an initial ownership report. He holds 245,343 Ordinary Shares directly and an option over 300,000 Ordinary Shares with a nominal exercise price of $0.0001 per share, expiring on January 1, 2036. The option was granted under the Rezolve AI plc Long Term Incentive Plan.