| 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 |
