Groupon CEO's Pale Fire Capital builds Commerce.com (CMRC) stake

Rhea-AI Filing Summary

Commerce.com, Inc. (CMRC) has a new significant shareholder group led by Pale Fire Capital SICAV a.s. and related entities and individuals, including Dusan Senkypl and Jan Barta. Through PFC SICAV, the group beneficially owns 5,396,328 Series 1 common shares, representing 6.5% of the outstanding shares based on 82,858,991 shares outstanding as of August 4, 2026.

The shares were acquired for an aggregate purchase price of approximately $15.5 million, funded with working capital that may include margin loans. The reporting persons state they purchased the shares because they believed the stock was undervalued and an attractive investment. They indicate they may increase or decrease their position and may engage with management, the board, stockholders and others, and could make proposals regarding capitalization, board composition and operations. All reporting persons disclaim beneficial ownership of any securities they do not directly own, and have entered into a Joint Filing Agreement to report their holdings together.

Filing Explained

The filing clarifies that PFC SICAV directly holds the reported 6.5% stake, while the other four reporting persons are deemed to share voting and disposal power under the August 27 joint filing agreement rather than each directly holding the shares.

Key Figures

Shares beneficially owned: 5,396,328 Shares Ownership percentage: 6.5% Shares outstanding: 82,858,991 Shares +3 more

6 metrics

Shares beneficially owned 5,396,328 Shares Series 1 common stock of Commerce.com, Inc. beneficially owned by PFC SICAV

Ownership percentage 6.5% Portion of Commerce.com, Inc. outstanding shares represented by 5,396,328 Shares

Shares outstanding 82,858,991 Shares Shares outstanding as of August 4, 2026 for Commerce.com, Inc.

Aggregate purchase price $15,514,203 Total consideration, including brokerage commissions, for 5,396,328 Shares

Par value per share $0.0001 per share Par value of Series 1 common stock of Commerce.com, Inc.

Date of event August 20, 2026 Date of event triggering the Schedule 13D filing

Key Terms

beneficially own, Series 1 common stock, alternative investment fund manager, Joint Filing Agreement, +1 more

5 terms

beneficially own financial

"The aggregate purchase price of the 5,396,328 Shares beneficially owned by PFC SICAV"

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.

Series 1 common stock financial

"Title of Class of Securities: Series 1 common stock, $0.0001 par value per share"

A class of common shares labeled "Series 1" that represents one specific group of ordinary ownership stakes in a company. Like different slices of the same pie, Series 1 shares can carry particular voting rights, dividend priorities or conversion features that distinguish them from other share classes, so investors should check those terms to understand their claim on profits, voting power and potential value changes.

alternative investment fund manager financial

"The principal business of PFC IS is serving as an alternative investment fund manager"

An alternative investment fund manager is a firm or individual that runs pooled investment vehicles that buy non-traditional assets—such as private equity, hedge funds, real estate, commodities or infrastructure—rather than publicly traded stocks and bonds. Investors care because these managers seek higher or different types of returns and risks, charge specialized fees, and often use less liquid strategies, so they can materially affect portfolio risk, return and access to opportunities.

Joint Filing Agreement regulatory

"the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed"

Schedule 13D regulatory

"is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g)"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

How much of Commerce.com, Inc. (CMRC) does Pale Fire Capital currently beneficially own?

The reporting group led by Pale Fire Capital reports beneficial ownership of 5,396,328 Series 1 common shares of Commerce.com, Inc., which represents approximately 6.5% of the 82,858,991 shares outstanding as of August 4, 2026.

Who are the reporting persons in this CMRC Schedule 13D?

The reporting persons are Pale Fire Capital SICAV a.s., Pale Fire Capital investicni spolecnost a.s., Pale Fire Capital SE, and individuals Dusan Senkypl and Jan Barta. They have entered into a Joint Filing Agreement to report their Commerce.com, Inc. holdings together.

What did the Pale Fire Capital group pay for its CMRC stake?

Pale Fire Capital SICAV a.s. states that the 5,396,328 shares of Commerce.com, Inc. were acquired for an aggregate purchase price of approximately $15,514,203, including brokerage commissions, using working capital that may include margin loans.

Why did the Pale Fire Capital group invest in Commerce.com, Inc. (CMRC)?

The reporting persons state they bought Commerce.com, Inc. shares because they believed the shares were undervalued and represented an attractive investment opportunity. They intend to review the investment on an ongoing basis and may adjust their position over time.

Could the Pale Fire Capital group take an active role at CMRC?

The reporting persons state they may communicate with management, the Board and stockholders, and could make proposals regarding capitalization, Board composition and operations. They also may buy more or sell shares, or use financial instruments affecting their economic exposure.

What role does Dusan Senkypl have outside Commerce.com, Inc. (CMRC)?

The filing states that Dusan Senkypl is a control person and Chairman of the board of Pale Fire Capital and also serves as the Chief Executive Officer of Groupon, Inc., described as a global scaled two-sided marketplace connecting consumers to merchants.

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

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Available on EDGAR 08/27/2026 - 05:32 PM Accepted by SEC EDGAR 08/27/2026 - 05:31 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

08/20/2026

(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 5,396,328.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,396,328.00

11

Aggregate amount beneficially owned by each reporting person

5,396,328.00

12

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

13

Percent of class represented by amount in Row (11)

6.5 %

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 5,396,328.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,396,328.00

11

Aggregate amount beneficially owned by each reporting person

5,396,328.00

12

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

13

Percent of class represented by amount in Row (11)

6.5 %

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 5,396,328.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,396,328.00

11

Aggregate amount beneficially owned by each reporting person

5,396,328.00

12

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

13

Percent of class represented by amount in Row (11)

6.5 %

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 5,396,328.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,396,328.00

11

Aggregate amount beneficially owned by each reporting person

5,396,328.00

12

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

13

Percent of class represented by amount in Row (11)

6.5 %

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 5,396,328.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,396,328.00

11

Aggregate amount beneficially owned by each reporting person

5,396,328.00

12

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

13

Percent of class represented by amount in Row (11)

6.5 %

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 2.	Identity and Background
(a)	This statement is filed by: (i) Pale Fire Capital SICAV a.s., a Joint Stock Company organized under the laws of the Czech Republic ("PFC SICAV"); (ii) Pale Fire Capital investicni spolecnost a.s., a Joint Stock Company organized under the laws of the Czech Republic ("PFC IS"); (iii) Pale Fire Capital SE, a Societas Europaea organized under the laws of the Czech Republic ("Pale Fire Capital"); (iv) Dusan Senkypl; and (v) Jan Barta. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Set forth in Exhibit 1 attached hereto is the name and present principal occupation or employment, principal business address and citizenship of the equivalent of the executive officers and directors of each of PFC SICAV, PFC IS and Pale Fire Capital. To the best of the Reporting Persons' knowledge, except as otherwise set forth herein, none of the persons listed on Exhibit 1 beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
(b)	The address of the principal office of each of PFC SICAV, PFC IS and Pale Fire Capital is Zatecka 55/14, Josefov, 110 00 Prague 1, Czech Republic. The address of the principal office of Mr. Senkypl is Jestrabi 493, Osnice, 252 42 Jesenice, Czech Republic. The address of the principal office of Mr. Barta is Na bateriich 104/35, Brevnov, 162 00 Prague 6, Czech Republic.
(c)	The principal business of each of PFC SICAV and Pale Fire Capital is investing in securities. The principal business of PFC IS is serving as an alternative investment fund manager and acting as the investment manager of PFC SICAV. Pale Fire Capital is the controlling person and sole shareholder of each of PFC SICAV and PFC IS. Messrs. Senkypl and Barta are the two control persons of Pale Fire Capital, with Mr. Senkypl serving as Chairman of its board and Mr. Barta serving as Chairman of its supervisory board. Mr. Barta also serves as Chief Investment Officer of PFC IS. Mr. Senkypl also serves as the Chief Executive Officer of Groupon, Inc., a global scaled two-sided marketplace that connects consumers to merchants, which has a principal business address of 35 West Wacker Drive, 25th Floor, Chicago, Illinois 60601.
(d)	No Reporting Person, nor any person listed in Exhibit 1, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	No Reporting Person, nor any person listed in Exhibit 1, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Each of PFC SICAV, PFC IS and Pale Fire Capital is organized under the laws of the Czech Republic. Each of Messrs. Senkypl and Barta are citizens of the Czech Republic.
Item 3.	Source and Amount of Funds or Other Consideration
	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 5,396,328 Shares beneficially owned by PFC SICAV is approximately $15,514,203, including brokerage commissions.
Item 4.	Purpose of Transaction
	The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future engage in communications with management, the Board of Directors (the "Board") and their advisors, engage in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, make proposals to the Issuer concerning changes to the capitalization, Board (including composition of the Board) and operations of the Issuer, purchase additional securities of the Issuer, sell some or all of such securities, enter into financial instruments or other agreements that increase or decrease the Reporting Persons' economic or beneficial exposure with respect to their investment in the Issuer, or engage in short selling of or any hedging or similar transaction with respect to the securities of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	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 5,396,328 Shares, constituting approximately 6.5% of the Shares outstanding. PFC IS, as the investment manager of PFC SICAV, may be deemed to beneficially own the 5,396,328 Shares beneficially owned directly by PFC SICAV, constituting approximately 6.5% 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 5,396,328 Shares beneficially owned directly by PFC SICAV, constituting approximately 6.5% 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 5,396,328 Shares beneficially owned directly by PFC SICAV, constituting approximately 6.5% 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 5,396,328 Shares beneficially owned directly by PFC SICAV, constituting approximately 6.5% 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.
(b)	Each of PFC SICAV, PFC IS, Pale Fire Capital and Messrs. Senkypl and Barta may be deemed to share the power to vote and dispose of the Shares beneficially owned directly by PFC SICAV.
(c)	The transactions in securities of the Issuer by the Reporting Persons during the past 60 days 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.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On August 27, 2026, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1 - Directors and Officers. 2 - Transactions in Securities. 99.1 - Joint Filing Agreement, dated August 27, 2026.

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:	08/27/2026

Pale Fire Capital investicni spolecnost a.s.

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Board Member
Date:	08/27/2026

Pale Fire Capital SE

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Chairman of the Board
Date:	08/27/2026

Barta Jan

Signature:	/s/ Jan Barta
Name/Title:	Jan Barta
Date:	08/27/2026

Senkypl Dusan

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl
Date:	08/27/2026