Financial Performance - The company's ARR (Annual Recurring Revenue) reached $356 million as of 9/30/2025 [21] - Enterprise ARR constitutes 76% of the total ARR [21] - Non-GAAP Gross Margin was 79% in 3Q25 [22] - Non-GAAP Operating Income improved from a loss of $11 million in 3Q22 to an income of $8 million in 3Q25 [23] - Operating Cash Flow increased from a loss of $51 million in 3Q22 to an income of $11 million in 3Q25 [24] B2B and B2C Success Metrics - B2B customers experience an average increase of 13% in AOV (Average Order Value) [47] - B2B customers experience an average increase of 19% in return on ad spend [47] - B2C customers experience an average checkout conversion rate of 619% [52] - B2C customers experience an average increase of 15% in channel revenue [52] - B2C customers experience an average increase of 19% in return on ad spend [52]

Revenue Performance - Annual Revenue Run-Rate (ARR) as of September 30, 2025, is $355.716 million, up from $354.608 million in June 2025, reflecting a steady growth trend [164]. - Subscription Annual Revenue Run-Rate (Subscription ARR) reached $268.617 million as of September 30, 2025, compared to $267.951 million in June 2025, indicating consistent revenue generation from subscriptions [164]. - Total revenue for the three months ended September 30, 2025, was $86,029,000, a 2.8% increase from $83,710,000 for the same period in 2024 [186]. - Subscription solutions revenue for the three months ended September 30, 2025, was $64,703,000, up 3.0% from $62,826,000 in 2024 [186]. - Partner and services revenue for the three months ended September 30, 2025, was $21,326,000, reflecting a 2.1% increase from $20,884,000 in 2024 [186]. - Total revenue for the nine months ended September 30, 2025, reached $252,832,000, a 2.8% increase compared to $245,899,000 in 2024 [186]. - Subscription solutions revenue for the nine months ended September 30, 2025, was $190,473,000, a 2.6% increase from $185,582,000 in 2024 [186]. - Partner and services revenue for the nine months ended September 30, 2025, was $62,359,000, up 3.4% from $60,317,000 in 2024 [186]. Customer Metrics - The number of Enterprise Accounts decreased slightly to 5,751 as of September 30, 2025, from 5,803 in June 2025, showing a minor decline in enterprise customer base [164]. - ARR attributable to Enterprise Accounts is $269.179 million, representing 76% of total ARR as of September 30, 2025, consistent with the previous quarter [164]. - Average Revenue Per Account (ARPA) increased to $46,806 as of September 30, 2025, up from $46,403 in June 2025, indicating improved revenue efficiency per account [164]. - Net revenue retention (NRR) for enterprise accounts was 99% for the year ended December 31, 2024, and 100% for 2023, indicating stable revenue maintenance [165]. Operational Efficiency - Gross profit for the three months ended September 30, 2025, was $67,434,000, compared to $63,847,000 in 2024 [184]. - Loss from operations for the three months ended September 30, 2025, was $(435,000), an improvement from $(19,217,000) in 2024 [184]. - Net loss for the three months ended September 30, 2025, was $(2,243,000), compared to $(6,993,000) in 2024, indicating reduced losses [184]. - Cost of revenue for the three months ended September 30, 2025, decreased by $1,268,000 (6.4%) compared to the same period in 2024, while gross profit increased by $3,587,000 (5.6%) with a gross margin of 78.4% [188][192]. - For the nine months ended September 30, 2025, cost of revenue decreased by $4,795,000 (8.3%), and gross profit increased by $11,728,000 (6.2%) with a gross margin of 78.9% [189][192]. - Operating expenses for the three months ended September 30, 2025, totaled $67,869,000, a decrease of $15,195,000 (18.3%) compared to the same period in 2024 [192]. Expense Management - Sales and marketing expenses for the three months ended September 30, 2025, increased by $3,141,000 (9.5%) to $36,281,000, primarily due to reclassification of expenses from cost of revenue [192][193]. - Research and development expenses decreased by $3,377,000 (16.2%) for the three months ended September 30, 2025, totaling $17,464,000, mainly due to reduced salaries and share-based compensation [192][196]. - General and administrative expenses decreased by $4,294,000 (26.1%) for the three months ended September 30, 2025, totaling $12,141,000, driven by lower bad debt and professional services costs [192][200]. Cash Flow and Financing - Net cash provided by operating activities for Q3 2025 was $10.6 million, a 90% increase from $5.6 million in Q3 2024 [214]. - For the nine months ended September 30, 2025, net cash provided by operating activities was $24.5 million, up 76% from $13.9 million in the same period of 2024 [215]. - Net cash used in investing activities for Q3 2025 was $(6.8) million, compared to $9.3 million in Q3 2024, primarily due to the purchase of marketable securities of $44.3 million [216]. - For the nine months ended September 30, 2025, net cash used in investing activities was $(10.7) million, a significant decrease from $62.6 million in the same period of 2024 [217]. - Net cash used in financing activities for Q3 2025 was $0.1 million, a drastic reduction from $112.1 million in Q3 2024, mainly due to lower repayments of convertible notes [218]. - For the nine months ended September 30, 2025, net cash used in financing activities was $53.1 million, down from $112.4 million in the same period of 2024 [219]. Financial Position - As of September 30, 2025, the company had $51.1 million in cash and cash equivalents, an increase of $14.1 million from $37.0 million as of September 30, 2024 [1]. - The marketable securities balance decreased to $92.1 million as of September 30, 2025, from $133.0 million in 2024 [1]. - The company believes existing cash and cash equivalents will be sufficient to meet working capital and capital expenditure needs for at least the next twelve months [223]. - The company issued $150.0 million in 2028 Convertible Notes with a 7.50% interest rate, maturing on October 1, 2028 [226]. - The company repurchased approximately $59.1 million of its 2026 Convertible Notes for about $54.4 million in cash, resulting in a net gain of approximately $3.9 million [235]. - As of September 30, 2025, approximately $4.0 million principal amount of 2026 Convertible Notes remain outstanding [235]. - An immediate increase or decrease in interest rates of 100 basis points could result in a $1.0 million market value reduction or increase [240]. Risk Management - All revenue and most expenses for the three months ended September 30, 2025, were transacted in U.S. dollars, minimizing foreign currency exchange risk [242]. - The company currently does not hedge foreign currency exposure but may consider using derivative financial instruments in the future [244]. - The company has not experienced any losses on deposits of cash and cash equivalents, indicating effective credit risk management [245]. - The company maintains its cash and cash equivalents in high credit quality securities to mitigate credit risk [245]. - There have been no material changes to critical accounting policies and estimates compared to previous reports [238]. - The company has no off-balance sheet arrangements as of September 30, 2025 [236]. Strategic Initiatives - The company completed a strategic rebranding initiative, unifying its core products under the single brand identity "Commerce," aimed at enhancing operational cohesion and scalability [144]. - The launch of a new branded payments offering is planned for fiscal year 2026, targeting small and medium-sized customers to improve monetization and customer retention [156]. - The company is focusing on expanding its presence in both B2B and B2C markets, with product enhancements aimed at meeting the needs of enterprise B2B businesses and underserved B2C verticals [150][151]. - AI integration is a core component of the company's strategy, enhancing product discoverability and optimizing pricing to improve merchant performance [149]. - The company is closely monitoring macroeconomic factors, including trade policies and tariffs, to mitigate potential impacts on its international customer base [158].

Revenue Performance - Total revenue for Q3 2025 was $86.0 million, an increase of 3% compared to Q3 2024[7] - Total annual revenue run-rate (ARR) as of September 30, 2025, was $355.7 million, up 2% year-over-year[7] - Subscription solutions revenue reached $64.7 million, reflecting a 3% increase from the same period last year[7] - ARR from enterprise accounts was $269.2 million, a 5% increase year-over-year, representing 76% of total ARR[7] - Revenue for Q3 2025 was $86,029,000, representing a 3.9% increase from $83,710,000 in Q3 2024[35] - Revenue for the three months ended September 30, 2025, was $86,029,000, an increase of 2.9% compared to $83,710,000 in the same period of 2024[41] Profitability Metrics - GAAP gross margin improved to 78%, up from 76% in Q3 2024, while non-GAAP gross margin rose to 79%[7] - Non-GAAP net income was $6.2 million, or 7% of revenue, compared to $4.4 million, or 5% of revenue, in Q3 2024[11] - Adjusted EBITDA for Q3 2025 was $8.8 million, an increase from $5.4 million in Q3 2024[9] - Net loss for Q3 2025 was $2,243,000, an improvement from a net loss of $6,993,000 in Q3 2024[35] - Non-GAAP operating income for the three months ended September 30, 2025, was $7,993,000, representing 9.3% of revenue, compared to $4,323,000 or 5.2% of revenue in 2024[41] - Adjusted EBITDA for the three months ended September 30, 2025, was $8,818,000, which is 10.3% of revenue, compared to $5,373,000 or 6.4% of revenue in 2024[42] Cash and Assets - Cash and cash equivalents totaled $143.2 million as of September 30, 2025[11] - Total current assets decreased to $215,952,000 as of September 30, 2025, down from $251,219,000 at the end of 2024[33] - Cash and cash equivalents at the end of Q3 2025 were $49,912,000, down from $88,877,000 at the end of 2024[33] - Net cash provided by operating activities for Q3 2025 was $10,553,000, compared to $5,573,000 in Q3 2024, indicating a significant increase[37] - The company reported a net cash provided by operating activities of $10,553,000 for the three months ended September 30, 2025, compared to $5,573,000 in 2024[47] Expenses - Operating expenses for Q3 2025 totaled $67,869,000, down from $83,064,000 in Q3 2024, showing a reduction of 18.2%[35] - Cost of revenue for the three months ended September 30, 2025, was $18,595,000, a decrease from $19,863,000 in 2024, resulting in a Non-GAAP cost of revenue of $18,018,000, or 20.9% of revenue[43] - Sales and marketing expenses for the three months ended September 30, 2025, were $36,281,000, with Non-GAAP sales and marketing expenses at $34,563,000, representing 40.2% of revenue[44] - Research and development expenses for the three months ended September 30, 2025, were $17,464,000, with Non-GAAP R&D expenses at $15,418,000, or 17.9% of revenue[45] - General and administrative expenses for the three months ended September 30, 2025, were $12,141,000, with Non-GAAP G&A expenses at $10,037,000, or 11.7% of revenue[46] Future Outlook - For Q4 2025, total revenue is expected to be between $87.8 million and $92.8 million, with non-GAAP operating income projected between $4.3 million and $9.3 million[17] - The company announced the launch of Feedonomics Surface, a new solution for connecting product catalogs to advertising channels[11]

Summary of Conference Call Company and Industry Overview - The conference is hosted by BVA Global Research, focusing on small and mid-cap (SMID) companies, covering approximately 900 stocks across various sectors including software, biotech, consumer, utilities, and financials [4][5] - The main company discussed is BigCommerce, which has recently rebranded to Commerce, focusing on e-commerce solutions and data orchestration [6][10] Key Points and Arguments Business Opportunity and Market Position - BigCommerce is viewed as an undervalued opportunity with a turnaround story, emphasizing the need for better scale and profitability post-pandemic [8][9] - The company is pivoting towards AI's impact on commerce, with a focus on optimizing data feeds for merchants to enhance discoverability across various channels [10][11] - The rebranding aims to clarify the company's strategy and market positioning, moving beyond just being an e-commerce platform to a more comprehensive data orchestration and optimization provider [14][15] AI and Commerce Evolution - The rise of AI and answer engines like ChatGPT is changing how products are discovered online, with a noted 30% decline in Google search traffic over recent quarters [19][18] - Merchants are urged to adapt quickly to these changes, as traditional search methods are becoming less effective [19][37] - BigCommerce's Feedonomics product is designed to optimize product catalog data for better visibility in these new search environments [20][70] Financial Performance and Growth Strategy - The company is currently experiencing mid-single-digit growth and is profitable, with a focus on increasing growth rates through strategic changes and a larger sales team [26][27] - The rebranding and transformation efforts are expected to set the stage for accelerated growth in the future [29][88] - The company is optimistic about its positioning in the B2B market, particularly through partnerships that enhance its capabilities [52][54] Market Sentiment and Demand - Consumer sentiment remains stable, with e-commerce volume higher than expected, while business sentiment is more cautious, particularly among smaller merchants [43][46] - The demand environment is described as tight, affecting new deal flow but not transaction volumes [47][48] Product Overview - **BigCommerce**: A SaaS e-commerce platform that processes orders and generates revenue based on order volume, with a significant portion of revenue coming from partner and services revenue [67][69] - **Feedonomics**: A data optimization engine that charges on a per SKU basis, enhancing product visibility across multiple channels [70] - **MakeSwift**: A newer product aimed at simplifying website design, expanding the company's market reach beyond traditional e-commerce [72] Future Outlook - The company plans to launch a new payment strategy in 2026, focusing on providing flexible payment solutions for small and mid-market customers without taking on fintech risks [91][95] - The rebranding and strategic changes are expected to improve market penetration and customer engagement, particularly in the B2B space [52][54] Additional Important Insights - The shift towards AI-driven commerce is creating both challenges and opportunities for merchants, who need to adapt quickly to maintain their market presence [36][37] - The upcoming holiday season is a critical period for merchants, with many looking to optimize their platforms and strategies in preparation [38][85] - The partnership with PROS is expected to enhance BigCommerce's capabilities in dynamic pricing and complex B2B transactions [52][61]

Group 1 - BigCommerce Holdings, Inc. (CMRC) is initiated with a Strong Buy rating and a price target of $20, highlighting its potential in the e-commerce sector [1] - The company operates as a cloud-native SaaS e-commerce platform, catering to both B2C and B2B merchants, enabling them to build and scale customized online stores [1] - Moretus Research emphasizes a thorough analysis approach, focusing on sentiment and competition to identify investment opportunities, aiming for significant returns [1] Group 2 - The article mentions a successful past investment in Carvana, which was recommended at $5 per share, resulting in over 60x returns over three years, showcasing the firm's ability to identify undervalued stocks [1]

Group 1 - BigCommerce reported revenue of $84.43 million for the quarter ended June 2025, reflecting a 3.2% increase year-over-year [1] - The company's EPS was $0.04, down from $0.05 in the same quarter last year, but exceeded the consensus estimate of $0.03 by 33.33% [1] - The reported revenue surpassed the Zacks Consensus Estimate of $83.1 million, resulting in a surprise of +1.6% [1] Group 2 - BigCommerce's Annual Recurring Revenue (ARR) attributable to Enterprise Accounts was $269.3 million, slightly above the average estimate of $269.21 million [4] - The Total Annual Revenue Run-rate (ARR) was reported at $354.6 million, compared to the average estimate of $353.79 million [4] - Revenue from Partner and Services was $20.78 million, exceeding the average estimate of $20.36 million, marking a year-over-year increase of +3.7% [4] - Subscription Solutions revenue reached $63.66 million, surpassing the estimated $62.75 million, with a year-over-year growth of +3% [4] Group 3 - Over the past month, BigCommerce shares have returned -5.4%, contrasting with the Zacks S&P 500 composite's +2.7% change [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating potential performance in line with the broader market in the near term [3]

Core Insights - BigCommerce (BIGC) reported quarterly earnings of $0.04 per share, exceeding the Zacks Consensus Estimate of $0.03 per share, but down from $0.05 per share a year ago, resulting in an earnings surprise of +33.33% [1] - The company achieved revenues of $84.43 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 1.60% and up from $81.83 million year-over-year [2] - BigCommerce has consistently surpassed consensus EPS estimates over the last four quarters, achieving this four times [2] Financial Performance - The earnings surprise of +33.33% for the recent quarter follows a previous surprise of +16.67% when the company reported earnings of $0.07 per share against an expectation of $0.06 [1] - The current consensus EPS estimate for the upcoming quarter is $0.04 on revenues of $86.22 million, and for the current fiscal year, it is $0.26 on revenues of $342.65 million [7] Market Position - BigCommerce shares have underperformed, losing approximately 21.9% since the beginning of the year, while the S&P 500 has gained 8.2% [3] - The Zacks Industry Rank places the Internet - Software sector in the top 30% of over 250 Zacks industries, indicating a favorable outlook for companies within this sector [8] Future Outlook - The sustainability of BigCommerce's stock price movement will largely depend on management's commentary during the earnings call and the trends in earnings estimate revisions [3][4] - The estimate revisions trend for BigCommerce was mixed ahead of the earnings release, resulting in a Zacks Rank 3 (Hold) for the stock, suggesting it is expected to perform in line with the market in the near future [6]

Financial Data and Key Metrics Changes - Non-GAAP operating income reached nearly $4.8 million, reflecting a 335 basis point margin improvement year over year [7] - Annual revenue run rate (ARR) reached nearly $355 million, a year-over-year improvement of 3% [19] - Revenue for the quarter was $84.4 million, growing 3% year over year, with operating cash flow at approximately $14 million, an improvement of nearly $2 million year over year [20][7] - Non-GAAP gross margin strengthened to 80%, up 280 basis points year over year [20] Business Line Data and Key Metrics Changes - The average revenue per enterprise account rose to $46,403, a 9% increase year over year [19] - The company serves over 5,800 enterprise accounts and tens of thousands of small businesses [19] Market Data and Key Metrics Changes - The company is experiencing significant demand for discoverability solutions, particularly in the B2B sector, as merchants adapt to AI-driven commerce [32][82] - The demand for product data optimization is increasing due to the rise of answer engines and AI-powered shopping [26][92] Company Strategy and Development Direction - The company has rebranded from BigCommerce to Commerce, signaling a shift towards an AI-driven commerce ecosystem [11][13] - Partnerships with AI answer engines like Perplexity and Google Cloud are aimed at enhancing product data visibility and discoverability [14][15] - The focus is on leveraging structured and unstructured data to adapt to evolving consumer behaviors in the AI-driven landscape [12][102] Management's Comments on Operating Environment and Future Outlook - Management noted that the transformation phase is over, and the company is now in execution and growth mode [11] - There is a strong sense of urgency among merchants to optimize for discoverability in the new AI-driven commerce environment [32][92] - The company expects to see material signs of growth and revenue acceleration in the early part of next year [40] Other Important Information - The company has reduced its net debt position to $18 million, with a manageable debt maturity profile [20] - The self-serve version of Feedonomics is expected to be released by the holiday season, enhancing customer capabilities and creating new revenue opportunities [21] Q&A Session Summary Question: Impact of tariffs on business - Management indicated that there has not been a significant impact from tariffs, with continued success in demand, particularly in B2B [31] Question: Rebranding implications - The rebranding is a corporate change that does not affect individual product branding, aimed at providing a cohesive message and broadening the total addressable market [36] Question: Product portfolio and success measurement - Management expects to see leading indicators of success as they build pipeline and announce new efficacy with existing clients, with material signs of growth anticipated in early next year [40] Question: New partnerships and revenue paths - Transformative partnerships are expected to shift the services side of the business, helping organizations adapt to the changing commerce landscape [42] Question: B2B offering improvements - The B2B segment has seen significant momentum due to the platform's capabilities and partnerships, particularly with PROS for complex pricing needs [48] Question: Average revenue per account growth - Improvements in average revenue per account are attributed to better pricing discipline and winning larger, more complex customers [84] Question: AI impact on sales cycles - There is a growing urgency among customers to adapt to AI, with significant demand for discoverability solutions [92] Question: Customer engagement with agentic search - Customers are experiencing negative impacts from agentic search, leading to increased demand for sophisticated product data solutions [101]

Company Overview and Strategy - Commerce's vision is to power an open, intelligent ecosystem for next-generation commerce[10] - The company aims to empower businesses to innovate and grow through an AI-driven commerce ecosystem[11] - Commerce is transitioning into the agentic era, unifying data, platform, and content needs for an AI future[18] Financial Performance - As of June 30, 2025, Commerce has an ARR (Annual Recurring Revenue) of $355 million[21] - Enterprise ARR constitutes 76% of the total ARR[21] - The Non-GAAP Gross Margin for 2Q25 is 80%[22] - Non-GAAP Operating Income improved from a loss of $14 million in 2Q22 to an income of $5 million in 2Q25[23] - Operating Cash Flow increased from a loss of $14 million in 2Q22 to a positive $14 million in 2Q25[24] B2B and B2C Solutions - B2B customers can achieve over $20 million in additional net revenue per year per 100 unique customers[47] - B2C customers experience a 619% average checkout conversion rate[52]

PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company presents its unaudited condensed consolidated financial statements for Q2 2025, reporting a net loss of **$8.4 million** and detailing a corporate name change to Commerce.com, Inc Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$302,534** | **$340,289** | | Cash and cash equivalents | $46,265 | $88,877 | | Total current assets | $209,664 | $251,219 | | **Total Liabilities** | **$263,768** | **$306,920** | | Convertible notes | $157,545 | $216,466 | | Total current liabilities | $98,281 | $88,006 | | **Total Stockholders' Equity** | **$38,766** | **$33,369** | Condensed Consolidated Statements of Operations Highlights (in thousands) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **$84,433** | **$81,829** | **$166,803** | **$162,189** | | Gross Profit | $66,694 | $62,018 | $132,080 | $123,939 | | Loss from Operations | $(6,787) | $(13,488) | $(9,197) | $(21,716) | | **Net Loss** | **$(8,382)** | **$(11,255)** | **$(8,735)** | **$(17,647)** | | Basic Net Loss Per Share | $(0.10) | $(0.15) | $(0.11) | $(0.23) | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $13,958 | $8,321 | | Net cash provided by (used in) investing activities | $(3,858) | $53,393 | | Net cash provided by (used in) financing activities | $(53,027) | $(351) | | **Net change in cash** | **$(42,927)** | **$61,363** | - Effective **July 31, 2025**, BigCommerce Holdings, Inc. rebranded to **Commerce.com, Inc.**, changing its ticker to **CMRC**, reflecting a strategic shift to a **multi-product, AI-driven commerce ecosystem** including BigCommerce, Feedonomics, and Makeswift[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's Q2 2025 financial performance, highlighting a rebranding to Commerce.com, **3.2% revenue growth** to **$84.4 million**, and strategic investments in AI-driven commerce - The company rebranded to **Commerce.com**, unifying **BigCommerce, Feedonomics, and Makeswift** into an **intelligent, composable ecommerce infrastructure**, reflecting a strategic shift towards **AI-driven commerce** and a flexible, open, partner-centric architecture[132](index=132&type=chunk)[133](index=133&type=chunk)[138](index=138&type=chunk) - Strategic priorities include leveraging **AI** for merchant value, investing in core **B2B and B2C offerings**, and expanding growth initiatives, with a beta launch of **self-serve Feedonomics** and a new branded payments offering planned for **fiscal year 2026**[141](index=141&type=chunk)[143](index=143&type=chunk)[148](index=148&type=chunk) Key Business Metrics (as of period end) | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | ARR (in thousands) | $354,608 | $345,832 | | Subscription ARR (in thousands) | $267,951 | $263,526 | | Number of Enterprise Accounts | 5,803 | 5,961 | | ARR attributable to Enterprise Accounts (in thousands) | $269,276 | $253,798 | | ARR from Enterprise as % of Total ARR | 76% | 73% | | Average Revenue Per Account (ARPA) | $46,403 | $42,576 | Revenue Comparison (in thousands) | Revenue Source | Q2 2025 | Q2 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Subscription solutions | $63,656 | $61,796 | $1,860 | 3.0% | | Partner and services | $20,777 | $20,033 | $744 | 3.7% | | **Total Revenue** | **$84,433** | **$81,829** | **$2,604** | **3.2%** | - The company anticipates existing cash, cash equivalents, and operating cash flows will be **sufficient to meet working capital and capital expenditure needs for at least the next twelve months**, driven by investments in sales, R&D, **AI innovation**, and platform enhancements[209](index=209&type=chunk)[210](index=210&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rate fluctuations, foreign currency exchange rates, and credit risk, impacting its cash equivalents, convertible notes, and accounts receivable - The company faces **interest rate risk** on cash equivalents and marketable securities, where a **100 basis point change** could impact market value by approximately **$1.0 million**, and the fair value of **2028 and 2026 Convertible Notes** is sensitive to market rate changes due to their **fixed interest rates**[227](index=227&type=chunk)[228](index=228&type=chunk) - Foreign currency exchange risk is currently **limited** as most transactions are in U.S. dollars, though operations in **Mexico, Australia, and the UK** create some exposure, which the company **does not currently hedge**[229](index=229&type=chunk)[230](index=230&type=chunk)[231](index=231&type=chunk) - **Credit risk** arises from cash and cash equivalents held in financial institutions that may **exceed FDIC insured limits**, and from **accounts receivable**, mitigated by using **high-credit-quality institutions and securities**[232](index=232&type=chunk) [Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2025, the company's disclosure controls and procedures were deemed ineffective due to a material weakness in IT general controls, with ongoing remediation efforts - Disclosure controls and procedures were deemed **ineffective** as of **June 30, 2025**, due to a **material weakness in IT general controls**[233](index=233&type=chunk) - The material weakness involves **ineffective controls** over **user access, segregation of duties, and program change management** for **financial IT applications**, impacting related IT-dependent controls[234](index=234&type=chunk)[235](index=235&type=chunk) - Management, with Audit Committee oversight, is continuing to dedicate resources to **remediate this material weakness through 2025**[236](index=236&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings that would materially adversely affect its business or financial condition - The Company believes there are **no pending or threatened claims or actions** that would have a **material adverse effect** on the company[240](index=240&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) This section outlines material business risks, including potential adverse effects from U.S. trade policy changes, challenges with the Commerce.com rebranding, and significant risks associated with AI development and use - **Changes in U.S. trade policy and increased tariffs** could lead to **economic uncertainty, reduced consumer demand, and increased costs**, potentially having a **material adverse effect** on the business and financial results[242](index=242&type=chunk)[243](index=243&type=chunk) - The **rebranding to Commerce.com, Inc.** involves **costs and risks** that the new brand may **not achieve the recognition** of the existing **BigCommerce brand**, potentially **affecting customer attraction and marketing efforts**[244](index=244&type=chunk)[245](index=245&type=chunk) - The company faces **risks related to its use and development of AI technologies**, including potential issues with **model design, data quality, cybersecurity threats, and reliance on third-party AI providers**, which could **harm the business and its reputation**[246](index=246&type=chunk)[248](index=248&type=chunk)[250](index=250&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities, use of proceeds, or stock repurchases during the period - There were **no unregistered sales of equity securities, use of proceeds, or repurchases** during the quarter[251](index=251&type=chunk) [Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - **None**[252](index=252&type=chunk) [Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - **Not applicable**[253](index=253&type=chunk) [Other Information](index=43&type=section&id=Item%205.%20Other%20Information) The company reports no director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q2 2025 - **No director or officer** of the Company **adopted or terminated** a **Rule 10b5-1 trading arrangement** or **non-Rule 10b5-1 trading arrangement** during the **three months ended June 30, 2025**[257](index=257&type=chunk) [Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the Form 10-Q, including certifications and corporate governance documents - Lists the **exhibits filed with the report**, including **certifications pursuant to the Sarbanes-Oxley Act** and **corporate governance documents**[256](index=256&type=chunk)