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 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
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