| 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, as amended the "Schedule 13D"). This statement of beneficial ownership on Schedule 13D is jointly filed by (i) Vladimir Galkin and Angelica Galkin, husband and wife, each a citizen of the United States of America (together, the "Galkins"); 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 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed jointly by: (i) each of Vladimir Galkin and Angelica Galkin, husband and wife; and (ii) the Galkin Revocable Trust (Angelica Galkin is the sole trustee and beneficiary of the Galkin Trust). On July 10, 2025, 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 a citizen of the United States of America, and 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 a citizen of the United States of America, and is principally engaged in the business of: (i) investments for the benefit of the beneficiary of the Galkin Revocable Trust; and (ii) investing in securities and real estate.
The Galkin Revocable Trust is an estate planning vehicle that makes and holds investments for its beneficiary, Angelica Galkin. Angelica Galkin serves as the sole trustee of the Galkin Revocable Trust; provided, however, she has delegated to Vladimir Galkin the shared right to direct the voting and disposition of the securities owned by the Galkin Revocable Trust. Accordingly, each of Vladimir Galkin and Angelica Galkin: (i) has the shared right to direct the voting and disposition of the shares of Common Stock owned by the Galkin Revocable Trust; and (ii) may be deemed to beneficially own the shares of Common Stock held by the Galkin Revocable Trust.
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| (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) | The Galkin Revocable Trust was established in Florida; however, it has no designated place of organization. |
| 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. 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. The positions held in the Galkins' joint account are no longer held in a margin account or pledged as collateral security for the repayment of debit balances in the account. A total of approximately $21,981,825 was paid to acquire the shares of Common Stock reported herein. A total of approximately i) $21,981,825 was paid to acquire 2,222,222 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. (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, 2,222,222 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) | On July 10, 2025, the Galin Revocable Trust transferred 2,222,222 shares of Common Stock of Issuer (representing all of its shares of Common Stock) to a joint account held by Vladimir Galkin and Angelica Galkin. Accordingly, the Galkin Revocable Trust ceased to be the beneficial owner of more than five percent (5.0% of the Common Stock of Issuer. |
| 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. |
