Lynrock Lake Discloses 9.9% Stake in Commerce.com (CMRC)

Rhea-AI Filing Summary

Commerce.com, Inc. Schedule 13G/A reports that Lynrock Lake Master (via Lynrock Lake LP, Lynrock Lake Partners LLC and Cynthia Paul) beneficially holds 7,977,487 shares of the Issuer's Series 1 common stock, representing 9.9% of the class based on 80,406,000 shares outstanding as of June 30, 2025. The filing states the Reporting Persons have sole voting and sole dispositive power over those shares and that the securities are held in the ordinary course of business and not for the purpose of changing control. The summary reflects reported ownership stakes and voting/dispositive powers without additional interpretation.

Positive

• Material stake disclosed: Reporting Persons beneficially own 7,977,487 shares equal to 9.9% of Series 1 common stock.
• Clear authority: Reporting Persons report sole voting and sole dispositive power over the disclosed shares.
• Passive classification: Certification states shares are held in the ordinary course of business and not to change control.

Negative

• None.

Insights

Financial Analyst

TL;DR: A substantial passive stake of 9.9% is reported with sole voting and dispositive control, signaling a meaningful investor position but no stated control intent.

The Reporting Persons disclose beneficial ownership of 7,977,487 shares, equal to 9.9% of the outstanding Series 1 common stock. The filing explicitly records sole voting and dispositive power, which means they can vote and sell these shares unilaterally. The certification states the position is held in the ordinary course of business and not for the purpose of influencing control. For investors, a near-10% holder can be influential in shareholder votes or notices, but the filing contains no statements indicating activist intent or planned corporate action.

Corporate Governance Expert

TL;DR: Reporting Persons hold material ownership with full voting/dispositive authority but disclaim any intent to change control.

The Schedule 13G/A classifies the ownership as passive under the certification provided while simultaneously documenting sole voting and dispositive powers over 9.9% of the class. From a governance perspective, this creates the capacity to influence shareholder outcomes though the filer disclaims control-seeking purpose. The filing does not identify any group members beyond the named entities and individual, and it does not disclose arrangements that would alter the passive classification.

FAQ

How many Commerce.com (CMRC) shares does Lynrock Lake report owning?

The Schedule 13G/A reports Lynrock Lake beneficially owns 7,977,487 shares of Series 1 common stock.

What percent of Commerce.com's stock does the reported position represent?

The reported position represents 9.9% of the Series 1 common stock based on 80,406,000 shares outstanding.

Does the filer have voting or dispositive power over the shares?

Yes. The filing states the Reporting Persons have sole voting power and sole dispositive power over the 7,977,487 shares.

Is the stake reported as seeking control of Commerce.com (CMRC)?

No. The certification in the filing states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Which entities and individuals filed the Schedule 13G/A?

The filing was submitted by Lynrock Lake LP, Lynrock Lake Partners LLC, and Cynthia Paul.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/14/2025 - 03:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Commerce.com, Inc.

(Name of Issuer)

Series 1 common stock, $0.0001 par value per share

(Title of Class of Securities)

08975P108

(CUSIP Number)

06/30/2025

(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 7,977,487.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 7,977,487.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,977,487.00

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)

9.9 %

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 7,977,487.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 7,977,487.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,977,487.00

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)

9.9 %

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 7,977,487.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 7,977,487.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,977,487.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Commerce.com, Inc.
(b)	Address of issuer's principal executive offices: 11920 Alterra Parkway, D11, Suite 100, 8th Floor, Austin, Texas, 78758
Item 2.
(a)	Name of person filing: 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 June 30, 2025: Lynrock Lake LP - 7,977,487 Lynrock Lake Partners LLC - 7,977,487 Cynthia Paul - 7,977,487
(b)	Percent of class: Percent of class as of June 30, 2025: Lynrock Lake LP - 9.9% Lynrock Lake Partners LLC - 9.9% Cynthia Paul - 9.9% Based on 80,406,000 shares of Common Stock outstanding as of June 30, 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 June 30, 2025, the Reporting Persons had sole power to vote or to direct the vote of 7,977,487 shares of Common Stock.
	(ii) Shared power to vote or to direct the vote: As of June 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 June 30, 2025, the Reporting Persons had sole power to dispose or to direct the disposition of 7,977,487 shares of Common Stock.
	(iv) Shared power to dispose or to direct the disposition of: As of June 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 June 30, 2025, Lynrock Lake Master directly held 7,977,487 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
Date:	08/14/2025

LYNROCK LAKE PARTNERS LLC

Signature:	/s/ Cynthia Paul
Name/Title:	Cynthia Paul / Sole Member
Date:	08/14/2025

Paul Cynthia

Signature:	/s/ Cynthia Paul
Name/Title:	Cynthia Paul / Self
Date:	08/14/2025