Rezolve AI (RZLV) investor relations material

Transaction proposal and rationale

• Rezolve AI has proposed a business combination with Commerce.com, offering a 2-for-1 share exchange, implying $5.50 per Commerce.com share based on Rezolve's $11 analyst target.

• The proposal aims to unlock value for Commerce.com shareholders, who have seen a 96% decline in stock value and face limited liquidity.

• Commerce.com's board adopted a poison pill to block the proposal, which Rezolve views as entrenchment and a failure of fiduciary duty.

• The poison pill is viewed as a move to block a proposal that could more than double the current share price.

• Rezolve asserts the combination would create a platform with over $700 million in 2026 pro forma revenue and instant profitability.

Rezolve AI business update and financials

• Rezolve AI reported $46.8 million in 2025 GAAP revenue, with a 543% second-half growth and a $19.4 million December monthly run rate.

• Entered 2026 with $232 million in contracted revenue and raised full-year guidance to $360 million, representing 7.5x year-on-year growth.

• Blended gross margins reached 66%, with core software margins above 90%.

• Over $750 million in total funding has been raised, and the company is fully funded for its 2026 mission.

• Platform processed 112.7 billion API calls in 2025 across 950 enterprise clients and 60 million consumer devices.

Strategic vision and technology differentiation

• Rezolve AI positions itself as the essential infrastructure for agentic commerce, unifying intelligence, discovery, and execution.

• The Brain Suite, powered by the proprietary BrainPowa LLM, delivers SKU-level precision and near-zero hallucination for enterprise retail.

• The platform's flywheel effect compounds value across intelligence, discovery, and transactions.

• Recent inclusion of BrainPowa models in Microsoft Foundry affirms Rezolve's enterprise AI leadership.

• Commerce.com lacks comparable AI-native infrastructure and is unable to monetize its merchant base effectively.