Commerce.com adopts a poison pill to prevent a hostile takeover, which Rezolve AI calls a “desperate” move

by | Apr 27, 2026 | E-commerce News

Two weeks ago, I reported that Rezolve AI was attempting a public and hostile takeover of Commerce, the parent company of BigCommerce, Feedonomics, and Makeswift. After submitting two crappy offers to Commerce's board and having both rejected, Rezolve began attempting to bypass the board by publishing a letter directly to shareholders.

Rezolve wrote in the letter that Commerce's board is “asking its shareholders to believe in a fiction: that a thinly traded screen price is the same thing as a realizable value, and that 3% annual revenue growth constitutes a credible standalone recovery,” while positioning itself as a company on the up and up.

Since then, the saga has continued with a few big happenings: 

On April 14th, Commerce's board adopted a “poison pill” — formally called a stockholder rights plan — to block Rezolve from accumulating enough shares to force a deal. The plan is triggered if any entity acquires 10% or more of the company's outstanding shares, at which point existing shareholders get the right to buy additional shares at half price, massively diluting the acquirer.

Rezolve fired back immediately, calling the poison pill a “white flag” and a “desperate” attempt by a failing board to entrench itself, pointing out again that Commerce's stock has collapsed 96% from its post-IPO peak and that the board is now “forcing shareholders to remain under the stewardship of the directors responsible for the tremendous erosion in shareholder value.”

Rezolve CEO Daniel Wagner wrote, “A poison pill is not a strategy, and this board knows it.”

Rezolve then hosted an investor call that was open to both sets of shareholders, during which it made the case that deploying its Brain Suite platform across Commerce's 60,000+ merchants would create “an instantly profitable global giant.”

Whether Commerce's shareholders agree with that vision will come to light at the company's annual meeting on May 14, 2026, when directors are up for election.

Paul Drecksler is the founder and editor of Shopifreaks E-commerce Newsletter, covering the most important stories in e-commerce.

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