Commerce.com holder reports 8.7% stake worth $20M

Pale Fire Capital and affiliates report a 7.18 million-share stake in Commerce.com, equal to about 8.7% of the Series 1 common stock.

Rhea-AI Filing Summary

Commerce.com, Inc. (CMRC) received an amended Schedule 13D from Pale Fire Capital-related entities and individuals, updating their disclosure on holdings of Series 1 common stock. Pale Fire Capital SICAV a.s. directly beneficially owns 7,176,109 shares, and the same block is attributed on a deemed basis to its manager Pale Fire Capital investicni spolecnost a.s., parent Pale Fire Capital, and individuals Dusan Senkypl and Jan Barta.

These 7,176,109 shares represent 8.7% of Commerce.com’s Series 1 common stock, based on 82,858,991 shares outstanding as of August 4, 2026, as reported in Commerce.com’s Form 10-Q. The aggregate purchase price for the reported position is approximately $20,058,951, funded from working capital, which may include margin loans. The reporting persons state that they may be deemed beneficial owners through control relationships but expressly disclaim beneficial ownership of any shares they do not directly own.

Key Figures

Shares beneficially owned: 7,176,109 shares Percent of class: 8.7% Shares outstanding: 82,858,991 shares +2 more

5 metrics

Shares beneficially owned 7,176,109 shares Series 1 common stock directly beneficially owned by PFC SICAV

Percent of class 8.7% Portion of Commerce.com Series 1 common stock represented by 7,176,109 shares

Shares outstanding 82,858,991 shares Series 1 common stock outstanding as of August 4, 2026 per Form 10-Q

Aggregate purchase price $20,058,951 Total cost, including commissions, for 7,176,109 shares held by PFC SICAV

Shared voting power 7,176,109 shares Reported shared voting and dispositive power for each reporting person

Key Terms

beneficially own, shared voting power, shared dispositive power, working capital, +2 more

6 terms

beneficially own financial

"As of the date hereof, PFC SICAV directly beneficially owned 7,176,109 Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

shared voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0.00 8 | Shared Voting Power 7,176,109.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"9 | Sole Dispositive Power 0.00 10 | Shared Dispositive Power 7,176,109.00"

working capital financial

"purchased by PFC SICAV were purchased with working capital (which may, at any given time, include margin loans"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

margin loans financial

"include margin loans made by brokerage firms in the ordinary course of business"

Margin loans are loans from a brokerage that let an investor borrow money using their existing stocks, bonds or cash as collateral to buy more securities. They matter because borrowing magnifies both gains and losses—like using a lever to move a heavier load—so small market moves can have outsized effects on your returns; investors also pay interest and risk a margin call, where the broker may force sales if collateral falls below required levels.

open market financial

"All of such transactions were effected in the open market unless otherwise noted therein"

An open market is a system where buying and selling of goods, services, or financial assets happen freely without restrictions or special controls. For investors, it means they can trade assets easily and quickly, which helps determine fair prices based on supply and demand. This environment encourages transparency and competition, making it easier to buy or sell with confidence.

FAQ

What stake in Commerce.com, Inc. (CMRC) does Pale Fire Capital now report?

Pale Fire Capital SICAV a.s. reports 7,176,109 shares of Series 1 common stock, and that same block is attributed on a deemed basis to related entities and individuals. This position represents 8.7% of the outstanding Series 1 common stock based on the issuer’s August 4, 2026 share count.

What percentage of CMRC’s Series 1 common stock is owned according to this Schedule 13D/A?

The filing states that the reporting persons’ 7,176,109 shares constitute approximately 8.7% of Commerce.com’s Series 1 common stock, using 82,858,991 shares outstanding as of August 4, 2026 as reported in the company’s Form 10-Q.

How much did Pale Fire Capital pay for its CMRC stake?

The aggregate purchase price for the 7,176,109 shares reported as beneficially owned by PFC SICAV is approximately $20,058,951, including brokerage commissions. The filing states these shares were purchased using working capital, which may include margin loans.

Who are the reporting persons in this Commerce.com (CMRC) Schedule 13D/A?

The reporting persons are Pale Fire Capital SICAV a.s., Pale Fire Capital investicni spolecnost a.s., Pale Fire Capital, and individuals Dusan Senkypl and Jan Barta, each a Czech Republic entity or citizen, with deemed beneficial ownership through control relationships.

How were the CMRC shares acquired according to the Schedule 13D/A?

The filing states that the 7,176,109 shares were purchased by PFC SICAV with working capital, which may at times include margin loans made by brokerage firms in the ordinary course of business. It further notes that transactions since the prior filing are listed in an exhibit.

Does Pale Fire Capital claim full beneficial ownership of all reported CMRC shares?

No. The filing explains that entities and individuals may be deemed to beneficially own the 7,176,109 shares through control relationships, but each reporting person specifically disclaims beneficial ownership of any Commerce.com securities he or it does not directly own.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 05:22 PM Accepted by SEC EDGAR 09/09/2026 - 05:22 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Commerce.com, Inc.

(Name of Issuer)

Series 1 common stock, $0.0001 par value per share

(Title of Class of Securities)

08975P108

(CUSIP Number)

JAN BARTA
PALE FIRE CAPITAL SE, Zatecka 55/14, Josefov
Prague, 2N, 110 00
420-777-767-773

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 08975P108

1

Name of reporting person

Pale Fire Capital SICAV a.s.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,176,109.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,176,109.00

11

Aggregate amount beneficially owned by each reporting person

7,176,109.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 08975P108

1

Name of reporting person

Pale Fire Capital investicni spolecnost a.s.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,176,109.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,176,109.00

11

Aggregate amount beneficially owned by each reporting person

7,176,109.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 08975P108

1

Name of reporting person

Pale Fire Capital SE

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,176,109.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,176,109.00

11

Aggregate amount beneficially owned by each reporting person

7,176,109.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP Number(s): 08975P108

1

Name of reporting person

Barta Jan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,176,109.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,176,109.00

11

Aggregate amount beneficially owned by each reporting person

7,176,109.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): 08975P108

1

Name of reporting person

Senkypl Dusan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,176,109.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,176,109.00

11

Aggregate amount beneficially owned by each reporting person

7,176,109.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Series 1 common stock, $0.0001 par value per share
(b)	Name of Issuer: Commerce.com, Inc.
(c)	Address of Issuer's Principal Executive Offices: 11920 ALTERRA PARKWAY, DL 11,, SUITE 100, 8TH FLOOR, AUSTIN, TEXAS , 78758.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The shares of the Issuer's Series 1 common stock, $0.0001 par value per share (the "Shares") purchased by PFC SICAV were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 7,176,109 Shares beneficially owned by PFC SICAV is approximately $20,058,951, including brokerage commissions.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 82,858,991 Shares outstanding as of August 4, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026. As of the date hereof, PFC SICAV directly beneficially owned 7,176,109 Shares, constituting approximately 8.7% of the Shares outstanding. PFC IS, as the investment manager of PFC SICAV, may be deemed to beneficially own the 7,176,109 Shares beneficially owned directly by PFC SICAV, constituting approximately 8.7% of the Shares outstanding. Pale Fire Capital, as the controlling person and sole shareholder of each of PFC SICAV and PFC IS, may be deemed to beneficially own the 7,176,109 Shares beneficially owned directly by PFC SICAV, constituting approximately 8.7% of the Shares outstanding. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the 7,176,109 Shares beneficially owned directly by PFC SICAV, constituting approximately 8.7% of the Shares outstanding. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital and Chief Investment Officer of PFC IS, may be deemed to beneficially own the 7,176,109 Shares beneficially owned directly by PFC SICAV, constituting approximately 8.7% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(c)	Item 5(c) is hereby amended and restated to read as follows: The transactions in securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D are set forth in Exhibit 2 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 2 - Transactions in Securities.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pale Fire Capital SICAV a.s.

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Authorized Representative
Date:	09/09/2026

Pale Fire Capital investicni spolecnost a.s.

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Board Member
Date:	09/09/2026

Pale Fire Capital SE

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Chairman of the Board
Date:	09/09/2026

Barta Jan

Signature:	/s/ Jan Barta
Name/Title:	Jan Barta
Date:	09/09/2026

Senkypl Dusan

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl
Date:	09/09/2026