Rezolve Ai PLC (NASDAQ: RZLV) responded to Commerce.com Inc.'s (NASDAQ: CMRC) adoption of a stockholder rights plan, commonly known as a poison pill, calling the defensive measure an attempt by the board to prevent shareholders from considering Rezolve's acquisition proposal.

The poison pill was implemented one week after Rezolve Ai made its case directly to Commerce.com shareholders. Rezolve Ai CEO Daniel M Wagner stated that Commerce.com's board chose "entrenchment over transformation" rather than engaging in dialogue or presenting a counter-proposal.

Commerce.com's stock has declined 96% from its post-IPO peak, according to Rezolve Ai. The company currently trades at approximately $2.50 per share. Rezolve Ai claims its proposal implies more than double the current share price, though Commerce.com characterized the offer as representing a 47% discount based on a single day's closing price.

Rezolve Ai reported contracted 2026 revenue of $232 million and full-year guidance of $360 million, representing what the company describes as 7.5 times year-on-year growth. The company referenced a Wall Street analyst consensus target of $11.00 for its shares.

Commerce.com's annual meeting is scheduled for May 14, 2026, where shareholders will elect directors. Rezolve Ai indicated it is assessing whether the rights plan complies with applicable law and whether the board's adoption is consistent with fiduciary duties to shareholders.

The proposed combination would merge Rezolve's AI-powered commerce platform with Commerce.com's network of more than 60,000 merchants. Wagner stated that Rezolve Ai does not require Commerce.com to execute its strategy and is scaling independently.

Rezolve Ai plans to host an investor call for shareholders of both companies on April 15, 2026, at 8:00 a.m. Eastern Time. The company is represented by information agent Georgeson LLC regarding the matter.