Lynrock Lake LP, Lynrock Lake Partners LLC, and Cynthia Paul filed an amended Schedule 13G reporting a significant passive stake in Commerce.com, Inc. They each report beneficial ownership of 9,266,666 shares of Series 1 common stock, representing 11.4% of the company.
The shares are directly held by Lynrock Lake Master Fund LP, with investment and voting power delegated to Lynrock Lake LP as investment manager and indirectly to Cynthia Paul through her roles at the management entities. The filers state the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Commerce.com.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Commerce.com, Inc.
(Name of Issuer)
Series 1 common stock, $0.0001 par value per share
(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
Lynrock Lake LP
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
9,266,666.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,266,666.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,266,666.00
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)
11.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
08975P108
1
Names of Reporting Persons
LYNROCK LAKE PARTNERS 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
9,266,666.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,266,666.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,266,666.00
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)
11.4 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP No.
08975P108
1
Names of Reporting Persons
Paul Cynthia
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
9,266,666.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,266,666.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,266,666.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
This Schedule 13G is being filed by (i) Lynrock Lake LP, (ii) Lynrock Lake Partners LLC, and (iii) Cynthia Paul (collectively, the "Reporting Persons"). This statement relates to shares of Series 1 common stock, $0.0001 par value per share ("Common Stock"), of Commerce.com, Inc. (formerly known as BigCommerce Holdings, Inc., the "Issuer") held by Lynrock Lake Master Fund LP ("Lynrock Lake Master"). Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Lake Master, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Lake Master. Cynthia Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master.
(b)
Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 2 International Drive, Suite 130, Rye Brook, NY 10573.
(c)
Citizenship:
(i) Lynrock Lake LP is a Delaware limited partnership, (ii) Lynrock Lake Partners LLC is a Delaware limited liability company, and (iii) Cynthia Paul is an individual and is a citizen of the United States.
(d)
Title of class of securities:
Series 1 common stock, $0.0001 par value per share
(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:
Amount beneficially owned as of December 31, 2025:
Lynrock Lake LP - 9,266,666
Lynrock Lake Partners LLC - 9,266,666
Cynthia Paul - 9,266,666
(b)
Percent of class:
Percent of class as of December 31, 2025:
Lynrock Lake LP - 11.4%
Lynrock Lake Partners LLC - 11.4%
Cynthia Paul - 11.4%
Based on 81,263,346 shares of Common Stock outstanding as of November 4, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of December 31, 2025, the Reporting Persons had sole power to vote or to direct the vote of 9,266,666 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
As of December 31, 2025, the Reporting Persons had shared power to vote or to direct the vote of 0 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
As of December 31, 2025, the Reporting Persons had sole power to dispose or to direct the disposition of 9,266,666 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
As of December 31, 2025, the Reporting Persons had shared power to dispose or to direct the disposition of 0 shares of Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
As disclosed in Item 4 of this Schedule 13G, as of December 31, 2025, Lynrock Lake Master directly held 9,266,666 shares of the Issuer's Common Stock. Certain feeder funds that invest in Lynrock Lake Master may have the right to receive dividends from, or the proceeds from the sale of, the securities directly held by Lynrock Lake Master.
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.
Lynrock Lake LP
Signature:
/s/ Cynthia Paul
Name/Title:
Cynthia Paul / Sole Member of Lynrock Lake Partners LLC, its general partner
What ownership stake in Commerce.com (CMRC) did Lynrock Lake report?
Lynrock Lake LP, Lynrock Lake Partners LLC, and Cynthia Paul reported beneficial ownership of 9,266,666 shares of Commerce.com Series 1 common stock, representing 11.4% of the outstanding class as of December 31, 2025, based on 81,263,346 shares reported outstanding.
Which Commerce.com (CMRC) security class is covered in this Schedule 13G/A?
The filing covers Commerce.com’s Series 1 common stock, with a par value of $0.0001 per share. All reported holdings, percentages, and voting and dispositive power relate specifically to this class of securities identified by CUSIP 08975P108.
Who directly holds the Commerce.com (CMRC) shares reported by Lynrock Lake?
The 9,266,666 Commerce.com shares are directly held by Lynrock Lake Master Fund LP. Lynrock Lake LP acts as investment manager with delegated voting and investment power, and certain feeder funds may have rights to dividends or sale proceeds from these securities.
Is Lynrock Lake’s Commerce.com (CMRC) position reported as passive or for control?
The position is certified as held in the ordinary course of business and not acquired or held for the purpose or effect of changing or influencing control of Commerce.com, other than activities solely in connection with a nomination under the specified proxy rule.
How much voting and dispositive power over Commerce.com (CMRC) shares is reported?
As of December 31, 2025, the reporting persons each disclose sole power to vote and dispose of 9,266,666 shares of Commerce.com Series 1 common stock, and no shared power to vote or dispose of any shares.
What reference share count did Lynrock Lake use to calculate its 11.4% stake in CMRC?
The 11.4% ownership figure is based on 81,263,346 shares of Commerce.com common stock outstanding as of November 4, 2025, as reported by the company in its Form 10-Q filed on November 6, 2025.
