🧾 What This Document Is

This is a Form 425 filing, which is used by companies to share certain communications about potential mergers or acquisitions with the public and the SEC.

👉 In simple terms, it’s a public press release where one company, Rezolve Ai, is directly criticizing the board of another company, Commerce.com, for rejecting a buyout offer and taking its case straight to Commerce.com's shareholders.

🏢 What The Companies Do

• Rezolve Ai (NASDAQ: RZLV): They describe themselves as a leader in "AI-powered commerce infrastructure." Their main product is "The Brain Suite," an AI platform designed to power search, transactions, and personalization for large businesses at a global scale.
• Commerce.com, Inc. (NASDAQ: CMRC): While not described in detail here, it's an e-commerce company whose stock has significantly underperformed. Rezolve characterizes it as having a "thinly traded" stock and slow growth.

🚀 The Deal On The Table & The Rejection

• Rezolve's Offer (April 2, 2026): To acquire Commerce.com by giving its shareholders 1 share of Rezolve Ai for every 2 shares of Commerce.com they own.
• Commerce.com's Response (April 8, 2026): The board rejected the offer, calling it a "discount" to Commerce.com's current stock price. The board argued that its recent "material business transformation" justifies remaining independent.

⚖️ Rezolve's Counter-Arguments: "Hallucinating a Turnaround"

Rezolve's entire press release is a point-by-point rebuttal of Commerce.com's board. They argue the board is misleading shareholders:

• On Stock Price: Rezolve says using a single day's closing price (which the board called a "discount") is meaningless because Commerce.com's stock is "thinly traded" and has lost 96% of its value. It’s not a true measure of liquidity or worth.
• On "Transformation": Rezolve mocks the board's claim of a "material business transformation," pointing to Commerce.com's own forecast of only 1.5% to 3% annual revenue growth. They contrast this with Rezolve's own projection of 7.5x year-on-year revenue growth.
• On Future Prospects: Rezolve states that 64% of its 2026 revenue target is already contracted, painting a picture of predictable, high growth. They argue Commerce.com's board cannot credibly defend a "standalone recovery."

💬 Key Quote: "Commerce.com’s Board is hallucinating a turnaround that simply is not there... A screen price is not liquidity, a rebrand is not transformation and 3% growth is not a recovery story." – Daniel M. Wagner, CEO of Rezolve Ai

📢 What Happens Next: A Public Campaign

Rezolve is not walking away. The clear next step is a direct appeal to Commerce.com's shareholders.

👉 The company states it is "taking our case directly to the owners of the company" and remains committed to pursuing the combination. This signals the start of a public pressure campaign, which could eventually lead to a proxy fight where Rezolve seeks to replace the board.

📅 Key Dates & Contacts

• Offer Rejected: April 8, 2026
• Press Release Issued: April 9, 2026
• Media Contact: The One Nine Three Group
  • Email: [email protected]
• Investor Contact:
  • Email: [email protected]

🌍 Why This Matters: A Clash of Stories

This filing is a classic corporate drama where the "story" about a company's value is being fought over publicly.

• Rezolve's Story: Commerce.com is a poorly managed, illiquid asset with no real growth. Their offer provides a "path out of an illiquid mirage" into a high-growth AI company.
• Commerce.com's Board's Story: The company is undergoing a successful transformation, its current stock price reflects fair value, and Rezolve's offer is an opportunistic lowball bid.

The market and shareholders will ultimately decide which story is more believable.

🧠 The Analogy

This is like a healthy, fast-growing restaurant chain (Rezolve) offering to buy out a struggling, nearly empty restaurant in a great location (Commerce.com). The struggling restaurant's owner refuses, insisting they're about to launch a magical new menu that will pack the place. The buying chain then takes out a newspaper ad telling all the restaurant's investors: "The owner is dreaming. Their 'new menu' is just reheated leftovers, and their dining room is empty. We're offering you a seat in our thriving, full restaurant instead."

🧩 Final Takeaway

Rezolve Ai has launched an aggressive, public pressure campaign after its buyout offer was rejected. This moves the battle for Commerce.com from the boardroom to the court of public opinion, with Rezolve betting that shareholders will side with its narrative of high-growth potential over the current board's promises of a slow turnaround.