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

Rhea-AI Filing Summary

Newegg Commerce, Inc. (NASDAQ: NEGG) – Schedule 13D/A Amendment No. 3

Husband-and-wife investors Vladimir and Angelica Galkin jointly disclosed a 12.5 % beneficial stake (2,444,444 common shares) in Newegg Commerce, Inc. The filing date of the reportable event is 14 July 2025.

Key details:

• Ownership structure: All shares are held in a joint brokerage account; the Galkins share voting and dispositive power. No margin debt or pledges are associated with the position.
• Recent changes: On 10 July 2025 the Angelica Galkin Revocable Trust transferred its entire 2,222,222-share position into the joint account. The couple subsequently bought an additional 222,222 shares on the open market, bringing total holdings to 2,444,444 shares.
• Cost basis & cash flows: Approximately $32.6 million in aggregate purchases versus $2.4 million in sales over the reporting period; net outlay ≈ $30.2 million.
• Reference share count: Beneficial-ownership percentage is calculated against 19,478,394 shares outstanding as disclosed in Newegg’s 2024 Form 20-F.
• No other arrangements: The filing states there are no contracts, pledges or third-party rights related to the reported shares, and no legal or regulatory proceedings involving the reporting persons.

This 13D filing signals a sizeable, concentrated position that may allow the Galkins to influence corporate actions, although no specific plans or proposals were disclosed.

Positive

• Large 12.5 % stake signals strong insider-style confidence and positions the holders to influence strategic decisions.
• Additional open-market buying (222,222 shares) after the trust transfer indicates ongoing accumulation rather than liquidation.
• No margin leverage reduces financial-risk overhang associated with forced selling.

Negative

• Partial share sales (161,274 shares) during the period suggest some profit-taking or portfolio rebalancing.
• Lack of stated strategic plan means investors cannot yet gauge whether the stake will translate into value-creating activism.

Insights

Equity Research Analyst

TL;DR – 12.5 % joint stake suggests potential influence but no stated activist agenda.

The Galkins’ consolidated ownership vaults them into Newegg’s largest-shareholder cohort. While the filing lacks explicit strategic intentions, Schedule 13D (vs. 13G) status keeps their options open for board representation, governance proposals or M&A advocacy. Their additional open-market purchases after the trust transfer imply conviction at prevailing prices. Investors should monitor follow-on amendments for any Item 4 disclosures that could materially shift Newegg’s capital-allocation or strategic direction.

Corporate Governance Specialist

TL;DR – Governance impact moderate; 13D hints at activism potential.

A 12.5 % block enables the Galkins to call special meetings under many bylaws and to collaborate with other holders. Absence of margin debt reduces forced-sale risk, signalling stable control. However, without stated plans the current impact is mostly optionality. Watch for engagement with management around board composition or operational initiatives.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

07/14/2025

(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 2,444,444.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,444,444.00

11

Aggregate amount beneficially owned by each reporting person

2,444,444.00

12

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

13

Percent of class represented by amount in Row (11)

12.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The shares of Common Stock are held jointly by Vladimir Galkin and Angelica Galkin, husband and wife. Vladimir Galkin and Angelica Galkin have shared voting power and dispositive power over 2,444,444 shares of Common Stock.

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 2,444,444.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,444,444.00

11

Aggregate amount beneficially owned by each reporting person

2,444,444.00

12

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

13

Percent of class represented by amount in Row (11)

12.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The shares of Common Stock are held jointly by Vladimir Galkin and Angelica Galkin, husband and wife. Vladimir Galkin and Angelica Galkin have shared voting power and dispositive power over 2,444,444 shares of Common Stock.

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, CITY OF INDUSTRY, CALIFORNIA , 91748.
Item 1 Comment: This Amendment No. 2 amends the Schedule 13D filed on July 1, 2025 (the "Original Schedule 13D" and, as amended by Amendment No. 1 to Schedule 13D filed on July 10, 2025, and as amended by Amendment No. 2 to Schedule 13D filed on July 14, 2025, as amended the "Schedule 13D"). This statement of beneficial ownership on Schedule 13D is jointly filed by Vladimir Galkin and Angelica Galkin, husband and wife, each a citizen of the United States of America (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 2.	Identity and Background
(a)	This Schedule 13D is being filed jointly by each of Vladimir Galkin and Angelica Galkin, husband and wife (together, the "Galkins"). On July 10, 2025, the Angelica Galkin Revocable Trust, dated April 21, 2018 (the "Galkin Revocable Trust") (Angelica Galkin is the sole trustee and beneficiary of the Galkin Revocable Trust) ceased to be a beneficial owner of more than 5% of the outstanding shares of Common Stock of Issuer when it transferred 2,222,222 shares of Common Stock (representing all of its shares of Common Stock) to a joint account held by Vladimir Galkin and Angelica Galkin.
(b)	The business address of each Reporting Person is 10900 NW 97th Street, #102, Miami, FL 33178.
(c)	Vladimir Galkin is principally engaged in the business of: (i) serving as Co-Founder, Executive Chairman, and Manager of HUBX, LLC; and (ii) investing in securities and real estate. Angelica Galkin is principally engaged in the business of: (i) managing investments for the benefit of the beneficiary of the Galkin Revocable Trust; and (ii) investing in securities and real estate.
(d)	No Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	No Reporting Person has, during the last five (5) years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Each of Vladimir Galkin and Angelica Galkin is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	Originally, 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 2,222,222 shares of Common Stock. Provided, however, on July 10, 2025, the Galkin Revocable Trust transferred 2,222,222 shares of Common Stock (representing all of its shares of Common Stock) to a joint account held by Vladimir Galkin and Angelica Galkin. Thereafter, the Galkins purchased an additional 222,222 shares of Common Stock, resulting in an aggregate ownership of 2,444,444 shares of Common Stock. The positions held in the Galkins' joint account are not held in a margin account or pledged as collateral security for the repayment of debit balances in the account. A total of approximately i) $32,625,732 was paid to acquire 2,605,718 shares of Common Stock; and ii) $2,387,051 was received as payment for the sale of 161,274 shares of Common Stock reported herein (resulting in ownership of an aggregate net total of 2,444,444 shares of Common Stock). (Since other securities were held in the margin accounts of the Galkin Revocable Trust, it is not possible to determine the amounts, if any, of margin used originally to purchase the shares of Common Stock reported herein.)
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, each of Vladimir Galkin and Angelica Galkin may be deemed to beneficially own, in the aggregate, 2,444,444 shares of Common Stock, representing approximately 12.5% 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 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.
Item 7.	Material to be Filed as Exhibits.
	1. Schedule A 2. Exhibit A - Joint Filing Agreement of the Reporting Persons.

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:	Vladimir Galkin
Name/Title:	Individual
Date:	07/14/2025

Galkin Angelica

Signature:	Angelica Galkin
Name/Title:	Individual
Date:	07/14/2025

FAQ

How many Newegg (NEGG) shares do Vladimir and Angelica Galkin own?

They jointly own 2,444,444 common shares, representing approximately 12.5 % of shares outstanding.

Did the Galkins buy or sell NEGG stock recently?

Yes. After a trust transfer on 10 July 2025, they bought 222,222 shares and previously sold 161,274 shares in open-market trades.

Are the Galkins using margin debt for their NEGG position?

No. The filing states the joint account holdings are not pledged or held on margin.

What percentage of Newegg does the 2,444,444-share stake represent?

Based on 19,478,394 shares outstanding, the stake equals 12.5 % of the company.

Does the Schedule 13D reveal any activist intentions?

Not at this time; no specific plans or proposals were disclosed under Item 4.