Commerce.com, Inc. received an amended Schedule 13G from investment manager Divisar Capital Management LLC and related parties reporting a sub‑5% passive stake in its Series 1 Common Stock.
Divisar Partners QP, L.P. reports beneficial ownership of 3,479,850 shares, or 4.3% of the class. Divisar Capital Management and its CEO, Steven Baughman, each report beneficial ownership of 3,776,896 shares, or 4.6%, based on 81,263,346 shares outstanding as of November 4, 2025. The securities are certified as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Commerce.com. The Funds expressly disclaim beneficial ownership of the reported securities.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Commerce.com, Inc.
(Name of Issuer)
Series 1 Common Stock, $0.0001 par value
(Title of Class of Securities)
08975P108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
08975P108
1
Names of Reporting Persons
Divisar Partners QP, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,479,850.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,479,850.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,479,850.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Divisar Partners QP, L.P. expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Divisar Partners QP, L.P. is the beneficial owner of any of the securities reported herein.
SCHEDULE 13G
CUSIP No.
08975P108
1
Names of Reporting Persons
Divisar Capital Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,776,896.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,776,896.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,776,896.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.6 %
12
Type of Reporting Person (See Instructions)
IA, OO, HC
SCHEDULE 13G
CUSIP No.
08975P108
1
Names of Reporting Persons
Steven Baughman
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,776,896.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,776,896.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,776,896.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
This statement is filed by the entities and persons listed below, who are collectively referred herein as "Reporting Persons", with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
(i) Divisar Partners QP, L.P.
(ii) Divisar Capital Management, LLC
(iii) Steven Baughman
(b)
Address or principal business office or, if none, residence:
(i) Divisar Partners QP, L.P.
275 Sacramento Street, 8th Floor
San Francisco, CA 94111
(ii) Divisar Capital Management, LLC
275 Sacramento Street, 8th Floor
San Francisco, CA 94111
(iii) Steven Baughman
c/o Divisar Capital Management, LLC
275 Sacramento Street, 8th Floor
San Francisco, CA 94111
(c)
Citizenship:
(i) Divisar Partners QP, L.P. - DE
(ii) Divisar Capital Management, LLC - DE
(iii) Steven Baughman - USA
(d)
Title of class of securities:
Series 1 Common Stock, $0.0001 par value
(e)
CUSIP No.:
08975P108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Divisar Capital Management, LLC is an investment adviser that is registered under the Investment Advisers Act of 1940. Divisar Capital Management, LLC, which serves as the general partner and investment manager to each of Divisar Partners QP, L.P. and Divisar Partners, L.P., (collectively the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Steven Baughman, as CEO of Divisar Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that either of the Funds are the beneficial owner of any of the securities reported herein.
Divisar Partners QP, L.P
Amount beneficially owned: 3,479,850
Divisar Capital Management, LLC
Amount beneficially owned: 3,776,896
Steven Baughman
Amount beneficially owned: 3,776,896
(b)
Percent of class:
Based on 81,263,346 shares of Common Stock as of November 4, 2025 as represented by the Issuer in Form 10-Q filed with the Securities and Exchange Commission ("SEC") on November 6, 2025.
Divisar Partners QP, L.P
Percent of Class: 4.3%
Divisar Capital Management, LLC
Percent of Class: 4.6%
Steven Baughman
Percent of Class: 4.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Divisar Partners QP, L.P
Sole power to vote or to direct the vote: 0
Divisar Capital Management, LLC
Sole power to vote or to direct the vote: 0
Steven Baughman
Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
Divisar Partners QP, L.P
Shared power to vote or to direct the vote: 3,479,850
Divisar Capital Management, LLC
Shared power to vote or to direct the vote: 3,776,896
Steven Baughman
Shared power to vote or to direct the vote: 3,776,896
(iii) Sole power to dispose or to direct the disposition of:
Divisar Partners QP, L.P
Sole power to dispose or to direct the disposition of: 0
Divisar Capital Management, LLC
Sole power to dispose or to direct the disposition of: 0
Steven Baughman
Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
Divisar Partners QP, L.P
Shared power to dispose or to direct the disposition of: 3,479,850
Divisar Capital Management, LLC
Shared power to dispose or to direct the disposition of: 3,776,896
Steven Baughman
Shared power to dispose or to direct the disposition of: 3,776,896
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Divisar Partners QP, L.P.
Signature:
Steven Baughman
Name/Title:
CEO, Divisar Capital Management,LLC, its General Partner
What stake in Commerce.com (CMRC) does Divisar report in this Schedule 13G/A?
Divisar Capital Management LLC and CEO Steven Baughman each report beneficial ownership of 3,776,896 Commerce.com Series 1 Common shares, representing 4.6% of the class. Divisar Partners QP, L.P. reports 3,479,850 shares, or 4.3%, based on 81,263,346 shares outstanding.
Which investors are listed as reporting persons in the Commerce.com (CMRC) Schedule 13G/A?
The filing lists three reporting persons: Divisar Partners QP, L.P., Divisar Capital Management LLC, and Steven Baughman. Divisar Capital Management is the registered investment adviser and general partner to the Funds, and Baughman is its CEO with investment and voting discretion.
How was the Commerce.com (CMRC) ownership percentage calculated in this 13G/A?
Ownership percentages use a base of 81,263,346 Commerce.com Common shares, as reported by the company as of November 4, 2025 in its Form 10-Q. Divisar’s stakes of 3,479,850 and 3,776,896 shares correspond to 4.3% and 4.6% of this total.
Does Divisar seek to influence control of Commerce.com (CMRC) according to this filing?
The filing certifies the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of Commerce.com, nor in connection with any transaction intended to have that control-related purpose or effect.
What voting and dispositive powers does Divisar report over Commerce.com (CMRC) shares?
Divisar entities and Steven Baughman report zero sole voting or dispositive power over Commerce.com shares. They report shared voting and shared dispositive power over the same shares they beneficially own, reflecting their role managing the Funds that hold the securities.
Do the Divisar Funds claim full beneficial ownership of Commerce.com (CMRC) shares?
The Funds expressly disclaim beneficial ownership of the reported Commerce.com securities under Rule 13d-4. The filing states that submitting the Schedule 13G/A should not be construed as an admission that either Fund is the beneficial owner of the shares reported.
