Rezolve AI is 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 is now bypassing the board and publishing letters directly to shareholders.
First, what is Rezolve AI?
Rezolve AI is a London-based AI commerce platform founded in 2016 that sells conversational product discovery, personalized search, and one-tap checkout tools to e-commerce brands across various platforms. The company went public on Nasdaq via a SPAC merger in Aug 2024 under the ticker RZLV and currently sits just under a $940M market cap. If the name sounds familiar, I've covered them a few times in previous editions, most recently when they acquired Reward, Crownpeak, and Smartpay.
Here's a brief timeline of events:
- Feb 22, 2026 – Rezolve privately sent Commerce an unsolicited all-stock acquisition proposal, offering 1 RZLV share for every 1 CMRC share. At the time that offer was sent, RZLV was trading at $2.15/share and CMRC at $3.02/share, so the offer represented a 28.8% discount on Commerce.
- April 7, 2026 — Rezolve sent a second, revised proposal, this time offering 1 RZLV share ($2.88) for every 2 CMRC shares ($2.73), which was even worse than its first offer, representing a 47.3% discount.
- April 8, 2026 – Commerce's board rejected the offer, saying the proposal “significantly undervalues the company” and “does not warrant further engagement.”
- April 9, 2026 – Rezolve issued a public response to the rejection, saying 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.” I mean, that sort of feels like the pot calling the kettle black. Yes, CMRC has lost 96% of its market value since going public in 2020, but RZLV has declined 78% since its public merger in 2024. Neither stock really inspires confidence.
I'm going to share a few thoughts about this developing situation in no particular order:
1) I've been covering deals in this space for a long time, and I can't think of one example where a publicly traded company was acquired at a discount. In virtually every public company acquisition, the acquirer pays a premium over the current share price. Why would a shareholder accept less than market value?
Rezolve is trying to pitch this as “we're on the up and up and Commerce is stagnant,” making it sound as if overpaying for RZLV stock would be better than continuing the hold CMRC in the long run. Maybe that's true, but if I really wanted to, I could sell my CMRC today, use the capital loss to offset gains elsewhere, and then subsequently use the funds to purchase RZLV — in which I'd come out waaaay better than Rezolve's 2-for-1 offer. On that note, I feel that Commerce's board is supporting shareholders through their decision to reject both offers.
2) Furthermore, is Rezolve overvalued because it's considered an “AI stock”? Is the company even worth $940M? Rezolve did $46.8M in revenue last year at a loss. Sure they've gone on an acquisition spree in the past year and are projecting $360M in revenue in 2026, but could that simply make them worth what their stock is today? I don't necessarily envision RZLV 10xing its share price.
3) A lot of companies are coming for Rezolve's lunch. Rezolve competes in a very crowded territory with threats coming from multiple directions — including from the platforms themselves (Shopify, Salesforce, Adobe, Commerce via Feedonomics) and from the major LLM providers (OpenAI, Google, Perplexity, etc). Rezolve is trying to own the agentic commerce layer between consumers and retailers, but every major platform, LLM company, and specialized search/discovery vendor is converging on the same space. Their main differentiator is their proprietary LLM, but other very-well funded AI companies are improving their LLMs too.
My point of talking about the competition is that Commerce hitching their ride to Rezolve wouldn't provide a guaranteed ticket to value creation, as the space can change quickly.
4) I can't help but think that this whole thing may be a PR stunt, in which Rezolve comes out ahead either way.
- Scenario 1: Rezolve walks away with a ton of publicity and without a Commerce acquisition. The timing is nothing short of coincidental that while all eyes are on Rezolve, the company releases its new brainpowa on the Microsoft Foundry.
- Scenario 2: Rezolve acquires Commerce at a substantial discount in an all-stock deal that doesn't require tapping into their cash reserves. I know a lot of companies that would gladly make that deal with Commerce if they shopped it around.
What are your thoughts? Join the conversation on LinkedIn.