Investing.com -- Shareholders of Commerce.com Inc (NASDAQ: CMRC) appear increasingly frustrated with the company’s lagging stock price, the recent adoption of a poison pill, and the board’s refusal to discuss a potential combination with Rezolve AI Ltd (NASDAQ: RZLV).

At the company’s annual meeting on Thursday, shareholders withheld a significant portion of votes from Executive Chair Ellen Siminoff and Director Donald Clark. Nearly 32% of votes were withheld from Siminoff, while Clark saw roughly 35% withheld.

Rezolve first approached Commerce.com with an unsolicited all-stock proposal in February 2026. The original offer was one share of Rezolve for each share of Commerce.com, which was unanimously rejected by the board. Rezolve later amended the proposal to one share of Rezolve for two shares of Commerce.com. This, too, was unanimously rejected.

In April, Rezolve took its 1-for-2 all-stock proposal directly to shareholders. This triggered Commerce.com’s adoption of the poison pill.

In its letter to shareholders, Rezolve argues that Commerce.com’s board has failed to protect shareholder value or present a credible long-term strategy. The company noted that Commerce.com shares have lost more than 96% of their value under the current board and management team. Annual recurring revenue growth has slowed to roughly 3% year over year, with the board forecasting just 1.5% growth going forward.

Rezolve also characterized Commerce.com as a “zombie stock” with limited liquidity and few catalysts for a re-rating. In addition, Rezolve said Commerce.com lacks the proprietary AI architecture and large-scale infrastructure needed to compete in the emerging shift toward agentic commerce.

Commerce.com, meanwhile, said Rezolve’s proposal “significantly” undervalues the company, implying nearly a 50% discount to its market value.

Rezolve countered by arguing that its own shares are substantially undervalued, citing a Wall Street consensus price target of $11 per share, or roughly four times the current trading price.

“By exchanging into Rezolve Ai at a 2:1 ratio, Commerce.com shareholders are swapping a stagnant, illiquid asset for $5.50 of implied value per share,” Rezolve said in its letter to shareholders.

Rezolve also highlighted what it described as “explosive” 543% revenue growth in the second half of 2025, along with strong forward visibility, including projected year-over-year growth of 7.5x in 2026.

While Commerce.com shareholders may not be jumping up and down about the current Rezolve proposal, they are clearly venting their frustration amid the lack of engagement, given the perceived seriousness of the Rezolve overture. Getting the two sides to the table may bring about a win-win for both companies.

Neither Rezolve nor Commerce.com has responded to a request to comment.