Newegg (NEGG) Gets New 6.3% Holder Via Galkin Trust Filing

Rhea-AI Filing Summary

Key disclosure: A Schedule 13G/A filed on 18 June 2025 shows that Vladimir Galkin, Angelica Galkin and the Angelica Galkin Revocable Trust collectively own 1,222,222 common shares of Newegg Commerce Inc. (NEGG). This represents 6.3 % of the company’s outstanding 19,478,394 shares as reported in the issuer’s most recent Form 20-F (28 April 2025).

All voting and dispositive authority over the shares is shared among the two individuals and the trust; there is no sole voting or dispositive power. The shares are held in the Angelica Galkin Revocable Trust (Florida), for which Angelica Galkin acts as sole trustee and beneficiary. Mr. and Mrs. Galkin are husband and wife.

The filing is made pursuant to Rule 13d-1(c) and includes the customary certification that the securities were not acquired to change or influence control of Newegg. No other entities, subsidiaries, or group members are identified, and there is no indication of additional transactions or intentions.

Investor takeaway: The disclosure establishes the Galkins as a new 5 %+ beneficial owner class, which can be interpreted as an expression of confidence in NEGG but does not announce any activist agenda or operational changes. The stake size is material enough to warrant monitoring, yet the absence of control intent and the passive Schedule 13G classification suggest limited short-term strategic impact.

Positive

• Material ownership disclosure: The Galkin family now controls 6.3 % of NEGG, signaling a meaningful insider-level commitment and potential alignment with minority shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR (25 words): Passive Schedule 13G reveals Galkins hold 6.3 % of NEGG; supportive signal but no stated activism—neutral immediate impact.

The Galkins’ 1.22 million-share position elevates them to a reportable beneficial owner, crossing the SEC’s 5 % threshold. Filing under Rule 13d-1(c) designates the stake as passive, implying no intent to influence corporate control. While insider-family ownership can align interests with public shareholders and be viewed positively, the disclosure lacks information on purchase price, timing, or future plans. Absent those details, the development is neutral for valuation models and does not change near-term cash-flow or earnings outlook. Investors should nonetheless track subsequent filings—conversion to a 13D would signal a strategic shift.

Corporate Governance Expert

TL;DR (25 words): New 6.3 % holder increases concentrated ownership; governance effect mild because filing is passive and control clause expressly disclaimed.

Concentrated ownership can influence board elections and shareholder proposals, but the Schedule 13G/A certification states the shares are not held to influence control. Shared voting power among spouses and their revocable trust suggests family-level coordination yet no broader group. The percentage is below thresholds requiring poison-pill triggers or mandatory offer provisions. Therefore, governance risk or advantage remains limited. Should the trust or either individual move to active status, SEC rules require a prompt 13D; investors should watch for that potential pivot.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

06/17/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G6483G100

1

Names of Reporting Persons

Galkin Vladimir

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,222,222.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,222,222.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,222,222.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.3 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Vladimir Galkin has shared voting power and dispositive power over 1,222,222 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 13G

CUSIP No. G6483G100

1

Names of Reporting Persons

Galkin Angelica

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,222,222.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,222,222.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,222,222.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.3 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Angelica Galkin also has shared voting power and dispositive power over 1,222,222 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 13G

CUSIP No. G6483G100

1

Names of Reporting Persons

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

Citizenship or Place of Organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,222,222.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,222,222.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,222,222.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.3 %

12

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 1,222,222 shares of common stock, which are held by the Galkin Revocable Trust.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Newegg Commerce, Inc.
(b)	Address of issuer's principal executive offices: 21688 Gateway Center Drive, Suite 300, Diamond Bar, CA, 91765
Item 2.
(a)	Name of person filing: Vladimir Galkin Angelica Galkin Angelica Galkin Revocable Trust
(b)	Address or principal business office or, if none, residence: Vladimir Galkin: 10900 NW 97th Street, #102, Miami, FL 33178 Angelica Galkin: 10900 NW 97th Street, #102, Miami, FL 33178 Angelica Galkin Revocable Trust: 10900 NW 97th Street, #102, Miami, FL 33178
(c)	Citizenship: Vladimir Galkin and Angelica Galkin: USA; Angelica Galkin Revocable Trust: Florida
(d)	Title of class of securities: Common Shares, par value $0.43696
(e)	CUSIP No.: G6483G100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,222,222
(b)	Percent of class: Based on 19,478,394 shares of the Issuer's common stock 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 (the SEC) on April 28, 2025. Percent of class is 6.3
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,222,222
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,222,222
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Item 4 of this Schedule 13GA and the Joint Filing Agreement attached hereto as Exhibit A.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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:	06/18/2025

Galkin Angelica

Signature:	Angelica Galkin
Name/Title:	Individual
Date:	06/18/2025

Angelica Galkin Revocable Trust, dated April 21, 2018

Signature:	Angelica Galkin
Name/Title:	Trustee
Date:	06/18/2025

Exhibit Information

Exhibit A: Joint Filing Agreement

FAQ

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

They beneficially own 1,222,222 common shares, all held through the Angelica Galkin Revocable Trust.

What percentage of Newegg’s outstanding shares does the 1,222,222 stake represent?

The stake equals 6.3 % of the 19,478,394 shares outstanding as of 31 December 2024.

Is the Galkin stake classified as passive or active?

It is a passive investment filed under Rule 13d-1(c); the certification states no intent to influence control.

Who holds voting and dispositive power over the NEGG shares?

Voting and dispositive powers are shared by Vladimir Galkin, Angelica Galkin, and the Angelica Galkin Revocable Trust.

When was the Schedule 13G/A filed and what is the event date?

The event date is 17 June 2025; the filing was signed on 18 June 2025.