[SCHEDULE 13D/A] Newegg Commerce, Inc. SEC Filing

Rhea-AI Filing Summary

Newegg Commerce, Inc. (NEGG) – Schedule 13D/A, Amendment No. 1 (filed 07/10/2025)

The filing updates the ownership position of three related reporting persons—Vladimir Galkin, Angelica Galkin, and the Angelica Galkin Revocable Trust. Collectively, they now beneficially own 2,222,222 common shares of Newegg Commerce, Inc., representing 11.4 % of the company’s 19,478,394 shares outstanding as reported in Newegg’s 2024 Form 20-F.

Voting and dispositive power over the entire block is shared among the two individuals and the trust; none of the parties reports sole voting or dispositive authority. The trust is the legal holder of the shares, with Angelica Galkin serving as sole trustee and beneficiary.

Total consideration paid: approximately $21.98 million. The trust used cash from its capital account as well as margin borrowings obtained in the ordinary course of business. Because additional securities serve as collateral, the exact level of margin applied to the NEGG position cannot be determined from the filing.

The filing contains no disclosure of legal proceedings, no sales within the past 60 days, and no plans or proposals regarding corporate actions. A joint-filing agreement is included as Exhibit A, and the transaction history is provided in Schedule A.

Key takeaway: An affiliated group has accumulated an 11.4 % stake, making it one of Newegg’s largest identified shareholders, a potentially influential position for future governance matters.

Positive

• Reporting persons now control 11.4 % of Newegg’s outstanding shares (2,222,222 shares), establishing a significant new top-tier shareholder position.
• Approximately $21.98 million in capital committed indicates meaningful financial confidence in Newegg’s prospects.

Negative

• Portion of the acquisition was financed with margin borrowings, introducing unspecified leverage risk to the holding.

Insights

Financial Analyst

TL;DR: 11.4 % stake signals major shareholder presence; no activist intent disclosed.

The Galkin family trust’s $22 million purchase elevates it to an 11.4 % holder, surpassing the 10 % threshold that can materially influence voting outcomes and trigger Section 16 reporting. Funding via mixed cash and margin is noted but undisclosed leverage levels limit risk assessment. Absence of stated strategic objectives or proposals keeps the filing informational rather than activist, yet the size alone is noteworthy and could attract market attention.

Corporate Governance Expert

TL;DR: Family trust gains blocking stake; shared voting power centralised in one trustee.

Because the 11.4 % block is held through a single revocable trust where Angelica Galkin is both trustee and beneficiary, decision-making authority is streamlined. This concentration could give the trust a decisive voice in shareholder votes, especially in a company with fewer than 20 million shares outstanding. No group formation box is checked, suggesting the individuals deem themselves a single reporting group. The filing’s neutrality on future actions leaves open—but does not imply—potential governance initiatives.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Newegg Commerce, Inc.

(Name of Issuer)

Common Shares, par value $0.43696

(Title of Class of Securities)

G6483G100

(CUSIP Number)

Vladimir Galkin
10900 NW 97th Street, #102,
Miami, FL, 33178
(310) 880-6330

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G6483G100

1

Name of reporting person

Galkin Vladimir

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,222,222.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,222,222.00

11

Aggregate amount beneficially owned by each reporting person

2,222,222.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Vladimir Galkin has shared voting power and dispositive power over 2,222,222 shares of common stock, which are held by the Angelica Revocable Trust, dated April 21, 2018 (Galkin Revocable Trust). Angelica Galkin is the sole trustee and beneficiary of the Galkin Revocable Trust. Vladimir Galkin and Angelica Galkin are husband and wife.

SCHEDULE 13D

CUSIP No. G6483G100

1

Name of reporting person

Galkin Angelica

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,222,222.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,222,222.00

11

Aggregate amount beneficially owned by each reporting person

2,222,222.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Angelica Galkin also has shared voting power and dispositive power over 2,222,222 shares of common stock, which are held by the Galkin Revocable Trust. Ms. Galkin is the sole trustee and beneficiary of the Galkin Revocable Trust.

SCHEDULE 13D

CUSIP No. G6483G100

1

Name of reporting person

Angelica Galkin Revocable Trust, dated April 21, 2018

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,222,222.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,222,222.00

11

Aggregate amount beneficially owned by each reporting person

2,222,222.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Angelica Galkin is the sole trustee and beneficiary of the Galkin Revocable Trust. Vladimir Galkin and Angelica Galkin have shared voting power and dispositive power over 2,222,222 shares of common stock, which are held by the Galkin Revocable Trust.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value $0.43696
(b)	Name of Issuer: Newegg Commerce, Inc.
(c)	Address of Issuer's Principal Executive Offices: 17560 ROWLAND STREET, 17560 ROWLAND STREET, CITY OF INDUSTRY, CALIFORNIA , 91748.
Item 1 Comment: This statement on Schedule 13D (this " Schedule 13D") originally filed with the Securities and Exchange Commission (the " SEC") on July 1, 2025, jointly by (i) Vladimir Galkin and Angelica Galkin, husband and wife, each a citizen of the United States of America; and ii) The Angelica Galkin Revocable Trust, dated April 21, 2018 ("Galkin Revocable Trust") (collectively, the "Reporting Persons" and individually, a "Reporting Person"), with respect to the shares of the common stock, par value $0.43696 per share (the " Common Stock"), of Newegg Commerce, Inc., a British Virgin Islands corporation (the " Issuer"), is hereby amended to furnish the additional information set forth herein. The address of the principal executive offices of the Issuer is 21688 Gateway Center Drive, Suite 300, Diamond Bar, CA 91765. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The Galkin Revocable Trust used cash from its capital account and margin account borrowings made in the ordinary course of business to make the purchases of shares of Common Stock listed herein. The positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock reported herein. A total of approximately $21,981,825 was paid to acquire the shares of Common Stock reported herein. Part of the purchase price of such shares of Common Stock was obtained through margin borrowing.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, each of Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust may be deemed to beneficially own, in the aggregate, 2,222,222 shares of Common Stock, representing approximately 11.4% of the outstanding shares of Common Stock of Issuer.
(b)	The foregoing beneficial ownership percentages reported in this Item 5 are based upon 19,478,394 shares of Common Stock of the Issuer outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F for the year ended December 31, 2024, and filed by the Issuer with the Securities and Exchange Commission on April 28, 2025.
(c)	See Rows 7-10 of the cover page for information regarding the power to vote or direct the vote and the power to dispose or direct the disposition of the shares of Common Stock by each of the Reporting Persons.
(d)	All the transactions involving shares of Common Stock effected during the past sixty (60) days by any of the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. Except as otherwise noted below, all such transactions were purchases and sales of shares of Common Stock effected in the open market, and the table includes commissions paid in per share prices.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	1. Exhibit A - Joint Filing Agreement of the Reporting Persons. 2. Schedule A

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.

Galkin Vladimir

Signature:	/s/ Vladimir Galkin
Name/Title:	Individual
Date:	07/10/2025

Galkin Angelica

Signature:	/s/ Angelica Galkin
Name/Title:	Individual
Date:	07/10/2025

Angelica Galkin Revocable Trust, dated April 21, 2018

Signature:	/s/ Angelica Galkin
Name/Title:	Trustee
Date:	07/10/2025

FAQ

How many Newegg (NEGG) shares do the Galkins now own?

They beneficially own 2,222,222 common shares, equal to 11.4 % of shares outstanding.

Who holds voting control over the 11.4 % Newegg stake?

Voting and dispositive power is shared among Vladimir Galkin, Angelica Galkin, and the Angelica Galkin Revocable Trust.

What was the total purchase cost for the reported shares?

The trust spent approximately $21.98 million to acquire the shares.

Was margin debt used to finance the Newegg share purchases?

Yes. Part of the purchase price was funded through margin borrowings secured by other securities in the account.

Does the Schedule 13D/A indicate any plans for activist actions?

No. The amendment does not disclose any proposals or intentions regarding Newegg’s operations or governance.