Commerce.com, Inc. reporting persons Lynrock Lake LP, Lynrock Lake Partners LLC and Cynthia Paul each disclose beneficial ownership of 10.3% of the issuer's Series 1 common stock, representing 8,353,818 shares as of September 30, 2025. The shares are held directly by Lynrock Lake Master Fund LP, with the Investment Manager (Lynrock Lake LP) having sole voting and dispositive power over those shares and Cynthia Paul identified as having voting and investment power through her roles at the manager and general partner. The percent figure is calculated using an outstanding share base of 80,735,080 shares reported as of July 29, 2025. The filing certifies the holdings were acquired in the ordinary course of business and are not intended to influence control of the issuer.
Positive
Disclosure completeness: Filing provides precise share counts and the ownership percentage (10.3%)
Clear control lines: States sole voting and dispositive power for all 8,353,818 shares
Compliance: Statement certifies shares were acquired in the ordinary course and not to change control
Negative
Material concentration: A single manager-linked group holds >5% (10.3%) which is investor‑material
Potential income flow complexity: Certain feeder funds may hold rights to proceeds or dividends from the master fund holdings
Insights
An institutional manager reports a material passive stake of 10.3% with sole voting and dispositive power.
The filing shows Lynrock Lake Master directly holds 8,353,818 shares and the investment manager has been delegated full voting and investment authority. That structure concentrates decision authority in the manager and identifies Cynthia Paul as the individual with voting/investment power.
This position crosses the common 5% reporting threshold and may be monitored by investors for changes; check subsequent filings around Q4 2025 or any amendments for changes in ownership or intent.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Commerce.com, Inc.
(Name of Issuer)
Series 1 common stock, $0.0001 par value per share
(Title of Class of Securities)
08975P108
(CUSIP Number)
09/30/2025
(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
8,353,818.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,353,818.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,353,818.00
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)
10.3 %
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
8,353,818.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,353,818.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,353,818.00
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)
10.3 %
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
8,353,818.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,353,818.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,353,818.00
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 September 30, 2025:
Lynrock Lake LP - 8,353,818
Lynrock Lake Partners LLC - 8,353,818
Cynthia Paul - 8,353,818
(b)
Percent of class:
Percent of class as of September 30, 2025:
Lynrock Lake LP - 10.3%
Lynrock Lake Partners LLC - 10.3%
Cynthia Paul - 10.3%
Based on 80,735,080 shares of Common Stock outstanding as of July 29, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on July 31, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of September 30, 2025, the Reporting Persons had sole power to vote or to direct the vote of 8,353,818 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
As of September 30, 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 September 30, 2025, the Reporting Persons had sole power to dispose or to direct the disposition of 8,353,818 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
As of September 30, 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.
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 September 30, 2025, Lynrock Lake Master directly held 8,353,818 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 stake does Lynrock Lake report in Commerce.com (CMRC)?
The reporting persons disclose beneficial ownership of 8,353,818 shares, equal to 10.3% of the Series 1 common stock as of September 30, 2025.
Who has voting and disposition power over the disclosed shares?
The filing states the Investment Manager (Lynrock Lake LP) has sole voting and sole dispositive power over the 8,353,818 shares; Cynthia Paul is identified as exercising voting and investment power through her roles.
On what share count is the 10.3% ownership based?
The percent is calculated using an outstanding common share base of 80,735,080 shares reported as of July 29, 2025.
Was the position acquired to change control of Commerce.com?
No. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
Do others have rights to dividends or proceeds from these holdings?
The filing notes certain feeder funds that invest in Lynrock Lake Master may have rights to dividends or sale proceeds from the securities held by the master fund.
