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

Rhea-AI Filing Summary

Amendment No. 12 to Schedule 13D reports that Vladimir and Angelica Galkin now jointly beneficially own 3,520,000 common shares of Newegg Commerce, Inc. (NEGG), equal to approximately 17.2% of the outstanding stock based on 20,478,394 shares outstanding as of August 19, 2025. The Galkins acquired shares through transfers from the Galkin Revocable Trust and open-market purchases, with aggregate cash paid of approximately $71,698,757 for 3,681,274 shares and proceeds of $2,387,051 from sales of 161,274 shares, resulting in the net 3,520,000-share position. Reporting persons state the joint account is not margined or pledged and no other person has rights to dividends or sale proceeds.

Insights

Financial Analyst

TL;DR: A >15% insider stake signals a significant shareholder position that could influence corporate outcomes.

The Galkins' disclosed 17.2% stake is material and large enough to affect governance and strategic outcomes for Newegg. The filing shows a mix of a transfer from a family trust and substantial open-market purchases, with total gross cash flow into the position of approximately $71.7 million and partial monetization of $2.39 million from sales. The joint non‑margin, non‑pledged status reduces counterparty liquidation risk. For investors, the key implications are potential increased engagement or voting power by the Galkins and the possibility of future disclosure if their position or intentions change.

Corporate Governance Expert

TL;DR: The reporting indicates a coordinated, significant ownership stake with shared voting and dispositive power.

The joint filing by spouses holding shared voting and dispositive power over 3,520,000 shares establishes them as a significant owner under proxy and disclosure rules. The schedule states no other parties hold rights to dividends or sale proceeds, simplifying the ownership chain. The absence of contractual arrangements or pledges in the filing means the stake is straightforward from a governance perspective, but the size warrants monitoring for potential director nominations, proposals, or activist engagement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

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)

08/19/2025

(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 3,520,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,520,000.00

11

Aggregate amount beneficially owned by each reporting person

3,520,000.00

12

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

13

Percent of class represented by amount in Row (11)

17.2 %

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 3,520,000 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 3,520,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,520,000.00

11

Aggregate amount beneficially owned by each reporting person

3,520,000.00

12

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

13

Percent of class represented by amount in Row (11)

17.2 %

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 3,520,000 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. 12 amends the Schedule 13D filed on July 1, 2025 (the "Original Schedule 13D, and as amended by Amendment No. 1 filed on July 10, 2025, and as amended by Amendment No. 2 to Schedule 13D filed on July 14, 2025, and as amended by Amendment No. 3 to Schedule 13D filed on July 15, 2025, and as amended by Amendment No. 4 to Schedule 13D filed on July 16, 2025, and as amended by Amendment No. 5 to Schedule 13D filed on July 17, 2025, and as amended by Amendment No. 6 to Schedule 13D filed on July 18, 2025, and as amended by Amendment No. 7 to Schedule 13D filed on July 29, 2025, and as amended by Amendment No. 8 to Schedule 13D filed on August 4, 2025, and as amended by Amendment No. 9 to Schedule 13D filed on August 6, 2025, and as amended by Amendment No. 10 to Schedule 13D filed on August 7, 2025, and as amended by Amendment No. 11 to Schedule 13D filed on August 18, 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 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. 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. 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 (together, the Galkins). Thereafter, the Galkins used their own investment capital to purchase an additional 1,288,889 shares of Common Stock, resulting in aggregate ownership of 3,520,000 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) $71,698,757 was paid to acquire 3,681,274 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 3,520,000 shares of Common Stock).
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, 3,520,000 shares of Common Stock, representing approximately 17.2% of the outstanding shares of Common Stock of Issuer.
(b)	The foregoing beneficial ownership percentages reported in this Item 5 are based upon 20,478,394 shares of Common Stock of the Issuer outstanding as of August 19, 2025, as reported in the Issuer's Report on Form 6-K, filed by the Issuer with the Securities and Exchange Commission on August 19, 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. Joint Filing Agreement

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:	08/21/2025

Galkin Angelica

Signature:	Angelica Galkin
Name/Title:	Individual
Date:	08/21/2025

FAQ

How many NEGG shares do Vladimir and Angelica Galkin beneficially own?

They jointly beneficially own 3,520,000 shares of Newegg common stock, representing 17.2% of outstanding shares.

What cash amounts were involved in the Galkins' transactions reported in the Schedule 13D/A?

Approximately $71,698,757 was paid to acquire 3,681,274 shares and $2,387,051 was received from sales of 161,274 shares.

Are the Galkins' NEGG holdings pledged or held in a margin account?

The filing states the positions in the Galkins' joint account are not held in a margin account and are not pledged as collateral.

What percentage of Newegg outstanding shares does the reported ownership represent and what reference was used?

The filing reports 17.2%, calculated using 20,478,394 shares outstanding per Newegg's Form 6-K filed August 19, 2025.

Did the filing disclose any third-party rights to dividends or sale proceeds of the shares?

No. The filing states no person other than a Reporting Person has the right to receive or direct receipt of dividends or proceeds from sale of the shares.