Rezolve Ai says Commerce.com results validate merger case, stock falls 4.3%

What happened

Commerce.com, Inc. (NASDAQ: CMRC), a provider of prepackaged commerce software, reported second-quarter results on August 6, 2026. Revenue was $84.5 million, nearly flat year-over-year, subscription revenue declined 1%, GAAP gross margin fell to 75% from 79%, and free cash flow dropped to $0.1 million from $11.9 million. The company reduced its full-year revenue guidance to $336.5–$344.5 million, implying growth of less than 1% or a decline from 2025 revenue of $342.3 million.

Later that day, Rezolve Ai PLC (NASDAQ: RZLV) — which had proposed a strategic combination with Commerce.com earlier in 2026 — filed a Form 425 with the SEC commenting on those results. In the filing, Rezolve said the results validate the concerns it raised when Commerce.com's board rejected the proposal, calling the standalone strategy flawed. Rezolve contrasted Commerce.com's flat performance with its own expected H1 2026 revenue of approximately $127 million (nearly 20x year-over-year growth) and reaffirmed approximately $360 million in full-year guidance.

Rezolve stated it is not announcing a new or amended proposal. The filing noted that Commerce.com shares were quoted at approximately $2.24 in pre-market trading, down roughly 34% from the previous close, according to Nasdaq data. However, actual trading data for the day shows CMRC closed at $2.22, down 4.31% from the prior close of $2.32.

Why this matters

The filing is part of an ongoing public exchange between Rezolve and Commerce.com. In April 2026, Commerce.com's board rejected Rezolve's initial proposal, arguing it undervalued the company and that Commerce.com's standalone transformation would create more shareholder value. Rezolve is now using Commerce.com's own financial results to argue that the board's decision was mistaken.

Rezolve claims that Commerce.com's flat revenue, declining gross margins, and reduced guidance show a business that is not growing, while Rezolve's own revenue is scaling rapidly. The filing suggests that Commerce.com's merchant ecosystem, enterprise relationships, and product-data infrastructure would be more valuable if combined with Rezolve's AI platform. However, Rezolve also warns that any future discussions would need to reflect Commerce.com's worsened position and that Rezolve will remain disciplined and not pay for the delay.

The price data we have shows a moderate decline of 4.31% on the day, not the 34% drop mentioned in Rezolve's filing for pre-market trading. This discrepancy may reflect a recovery during regular trading hours or a different reference point for the pre-market close.

What this means

A Form 425 is a filing used to communicate information related to a proposed merger or acquisition under Rule 425 of the Securities Act of 1933. When a company (the acquirer) makes public statements about a target during a merger process, it must file those communications with the SEC. This ensures that all investors have equal access to material information. Here, Rezolve filed its press release as a Form 425, even though it explicitly states it is not announcing a new proposal.

Rule 14a-12, also referenced in the filing, governs communications before a proxy solicitation. By filing under that rule, Rezolve is positioning its statement as being part of the solicitation process for a potential future vote on a merger, even if no definitive agreement exists yet.

The financial terms in the release are significant: Commerce.com's 0.1% revenue growth and 1% decline in subscription revenue suggest a stagnating core business. In contrast, Rezolve's nearly 20x H1 growth is from a much smaller base ($6.32 million to ~$127 million). Rezolve's $360 million full-year guidance now exceeds the top of Commerce.com's reduced range, highlighting the scale difference between the two companies.

For investors, this filing is a signal that Rezolve remains interested but is applying public pressure. The next milestone will be Commerce.com's response and any further regulatory filings.