Major Shareholders Surface at Newegg as Galkin Family Trust Nears 10% Ownership

Rhea-AI Filing Summary

Newegg Commerce has reported a significant ownership stake through a Schedule 13G/A filing dated June 28, 2025. The Galkin family, through the Angelica Galkin Revocable Trust, holds 1,944,444 shares representing a 9.98% ownership stake in the company.

Key details of the filing:

• Vladimir Galkin and Angelica Galkin jointly share voting and dispositive power over all reported shares
• The shares are held through the Angelica Galkin Revocable Trust, dated April 21, 2018
• Angelica Galkin serves as the sole trustee and beneficiary of the trust
• The percentage is calculated based on 19,478,394 outstanding shares as of December 31, 2024
• The filing confirms the securities were not acquired to influence or change control of the issuer

This amended filing (Amendment No. 3) provides updated ownership information under Rule 13d-1 of the Securities Exchange Act of 1934, with all three reporting persons maintaining their significant but non-controlling position in Newegg Commerce.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

06/26/2025

(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 1,944,444.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,944,444.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,944,444.00

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)

9.98 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Vladimir Galkin has shared voting power and dispositive power over 1,944,444 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. If the Percent of the Class Represented by Amount in Row (11) is rounded to the nearest hundredth (2 decimals), the percentage amount is 9.98%.

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 1,944,444.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,944,444.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,944,444.00

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)

9.98 %

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 1,944,444 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. If the Percent of the Class Represented by Amount in Row (11) is rounded to the nearest hundredth (2 decimals), the percentage amount is 9.98%.

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 1,944,444.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,944,444.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,944,444.00

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)

9.98 %

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 1,944,444 shares of common stock, which are held by the Galkin Revocable Trust. If the Percent of the Class Represented by Amount in Row (11) is rounded to the nearest hundredth (2 decimals), the percentage amount is 9.98%.

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: 1,944,444
(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 on April 28, 2025. Percent of class is 9.98
(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: 1,944,444
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,944,444
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:	06/26/2025

Galkin Angelica

Signature:	Angelica Galkin
Name/Title:	Individual
Date:	06/26/2025

Angelica Galkin Revocable Trust, dated April 21, 2018

Signature:	Angelica Galkin
Name/Title:	Trustee
Date:	06/26/2025

Exhibit Information

Exhibit A: Joint Filing Agreement

FAQ

How many shares of NEGG stock does the Galkin Revocable Trust own?

The Galkin Revocable Trust owns 1,944,444 shares of NEGG common stock, representing 9.98% of the company's outstanding shares as of December 31, 2024.

Who controls the voting power of NEGG shares held by the Galkin Revocable Trust?

Vladimir Galkin and Angelica Galkin have shared voting power and dispositive power over the 1,944,444 shares held by the Galkin Revocable Trust. Angelica Galkin serves as the sole trustee and beneficiary of the trust.

What is the total percentage ownership of NEGG stock reported in this 13G/A filing?

The filing reports ownership of 9.98% of NEGG's common stock, based on 19,478,394 total shares outstanding as of December 31, 2024, as reported in the company's Annual Report on Form 20-F.

When was this NEGG Schedule 13G/A filed and what triggered the filing?

This Schedule 13G/A (Amendment No. 3) was filed on June 28, 2025, following a triggering event date of June 26, 2025. The filing was made to report beneficial ownership exceeding 5% of NEGG's common stock.

Are the Galkins acquiring NEGG shares to influence company control?

No, the filing explicitly certifies that the shares were not acquired for the purpose of changing or influencing control of NEGG, and are not held in connection with any transaction having that purpose or effect.