Newegg Commerce, Inc F-3, filed Jun 1, 2026
Newegg Commerce, Inc. (NEGG)
As filed with the Securities and Exchange Commission on May 29, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Newegg Commerce, Inc.
(Exact name of registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
| British Virgin Islands | 98-1608057 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Newegg Commerce, Inc.
21688 Gateway Center Drive, Suite 300
Diamond Bar, CA 91765
Telephone: +1 (626) 271-9700
(Address and telephone number of Registrant’s principal executive offices)
Cogency Global, Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Telephone: +1 (800) 221-0102
(Name, address, and telephone number of agent for service)
Copies of communications, including communications sent to agent for service, should be sent to:
|
Katherine J. Blair, Esq. Jones Day 555 S. Flower St., 50th Floor Los Angeles, CA 90071 Telephone: +1 (213) 489-3939 |
David C. Lee, Esq. Jones Day 3161 Michelson Drive, Suite 800 Irvine, CA 92612 Telephone: +1 (949) 851-3939 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not offer these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion, dated May 29, 2026
PROSPECTUS
Newegg Commerce, Inc.
$250,000,000
of
Common Shares
Warrants
or Units
and
7,000,000 additional Common Shares
Offered by the Selling Shareholders
We may offer and sell up to $250,000,000 in the aggregate of our common shares (“Common Shares”), warrants to purchase Common Shares (“Warrants”) and/or units consisting of Common Shares and Warrants (“Units”), which we refer to collectively as the “securities.” In addition, the selling shareholders may offer and sell up to 7,000,000 Common Shares. This prospectus describes the general terms of these securities and the general manner in which we and the selling shareholders will offer these securities. We or the selling shareholders will provide the specific terms of the securities that may be offered, and the manner in which they are being offered, in one or more supplements to this prospectus. Any supplement may also add, update or change information contained in this prospectus. This prospectus is not an offer to sell the securities and it is not soliciting an offer to buy the securities in any state where the offer or sale is not permitted. Neither we nor the selling shareholders will use this prospectus to offer any securities unless it is attached to a prospectus supplement. You should read both this prospectus and any prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information,” before investing in the securities. The amount and price of the securities will be determined at the time of any offering thereof.
Our Common Shares are traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “NEGG.” The last reported sale price for our Common Shares on May 28, 2026 as quoted on the Nasdaq was $18.61 per share.
As of May 26, 2026, the aggregate market value worldwide of our outstanding voting and non-voting common equity held by non-affiliates was approximately $57.0 million, based on 20,973,423 Common Shares outstanding, of which 1,273,376 Common Shares were held by non-affiliates, and a per share price of $44.77 based on the closing sale price of our Common Shares on the Nasdaq Capital Market on April 17, 2026. Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell, pursuant to the registration statement of which this prospectus forms a part, securities with a value exceeding one-third of the aggregate market value of our outstanding Common Shares held by non-affiliates in any 12-month period, so long as the aggregate market value of our Common shares held by non-affiliates is less than $75.0 million. During the prior 12 calendar month period that ends on and includes the date of this prospectus, we have not sold any of our securities pursuant to General Instruction I.B.5. on Form F-3.
Investing in any of our securities involves risks. Please read carefully the section titled “Risk Factors” beginning on page 6 of this prospectus and contained in our most recent annual report on Form 20-F (our “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) and in any applicable prospectus supplement and may be described in certain of the documents we incorporate by reference in this prospectus. See “Item 3.D. Risk Factors” beginning on page 1 of our Annual Report, which is incorporated herein by reference.
Neither the Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026.
TABLE OF CONTENTS
We are responsible for the information contained in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein. We have not authorized any person to give you any other information, and we take no responsibility for any other information that others may give you. This document may only be used where it is legal to sell the securities. You should not assume that the information contained in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. We are not making an offer of the securities in any state where the offer is not permitted.
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This prospectus is part of a registration statement on Form F-3 that we filed with the SEC using a shelf registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus in one or more offerings and the selling shareholders may also offer and sell their respective Common Shares described in this prospectus in one or more offerings. We will not receive any proceeds from the sale by such selling shareholders of the securities offered by them described in this prospectus. Each time we or the selling shareholders sell securities, we or such selling shareholders will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus.
Neither we nor the selling shareholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the selling shareholders take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the selling shareholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
Unless the context otherwise requires, in this prospectus the terms “we”, “us”, “our”, “Newegg”, “the Company” and “the registrant” refer to Newegg Commerce, Inc. and its consolidated subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file periodic reports and other information with the SEC. The SEC maintains a website (http://www.sec.gov) on which our annual and other reports are made available. In addition, the securities may specify that certain documents are available for inspection at the office of the Company. All Internet references in this prospectus are inactive textual references and we do not incorporate website contents into this prospectus.
Upon written or oral request, we will provide to any person, at no cost to such person, including any beneficial owner to whom a copy of this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may make such a request by writing or telephoning us at the following address or telephone number:
Newegg Commerce, Inc.
21688 Gateway Center Drive, Suite 300
Diamond Bar, CA 91765
Telephone: +1 (626) 271-9700
Attn: Investor Relations
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents, which are considered part of this prospectus. Information that we file with the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. We incorporate by reference the documents listed below:
| ● | our annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on April 28, 2026; |
| ● | the description of our Common Shares contained in our Form 8-A (File No. 001-34661), originally filed with the SEC on March 16, 2010, and any amendment or report filed for the purpose of updating such description, including the description set forth in Exhibit 2.1 to our annual report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on April 28, 2022; and |
| ● | our reports of foreign private issuer on Form 6-K furnished on February 4, 2026, February 24, 2026 and May 28, 2026. |
We also incorporate by reference in this prospectus all subsequent annual reports filed with the SEC on Form 20-F under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and those of our reports on Form 6-K furnished to the SEC that we specifically identify as being incorporated by reference in this prospectus after the date hereof and prior to the completion of an offering of securities under this prospectus.
As you read the above documents, this prospectus and any prospectus supplement, you may find inconsistencies in information from one document to another. If you find inconsistencies you should rely on the statements made in the most recent document, including this prospectus and any prospectus supplement. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents we have incorporated by reference.
When acquiring any securities discussed in this prospectus, you should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement and any “free writing prospectus” that we authorize to be delivered to you. Neither we, the selling shareholders, nor any underwriters or agents have authorized anyone to provide you with different information. We are not offering the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference is accurate or complete at any date other than the date mentioned on the cover page of those documents.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference herein contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this annual report. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:
| ● | future financial and operating results, including revenues, income, expenditures, cash balances and other financial items; |
| ● | our ability to execute our growth and expansion, or manage our contraction, including our ability to meet our goals; |
| ● | current and future economic and political conditions; |
| ● | our ability to compete in an industry with low barriers to entry; |
| ● | our capital requirements and our ability to raise any additional financing which we may require; |
| ● | our ability to attract customers, and further enhance our brand recognition; |
| ● | our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business; |
| ● | trends and competition in the e-commerce industry; |
| ● | general macroeconomic factors that have affected and may continue to affect our business and financial condition, including changing interest rates and inflation; and |
| ● | other assumptions described in this annual report underlying or relating to any forward-looking statements. |
We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this annual report, whether as a result of new information, future events, changes in assumptions, or otherwise.
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ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
We are incorporated under the laws of the British Virgin Islands as a company with limited liability. We believe there are certain benefits associated with being a British Virgin Islands corporation, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the British Virgin Islands have a less developed body of securities laws that provides significantly less protection to investors as compared to the securities laws of the United States. In addition, British Virgin Islands companies may not have standing to sue before the federal courts of the United States.
There is uncertainty as to whether the courts of the British Virgin Islands would (i) recognize or enforce judgments of U.S. courts obtained against the Company or its directors or officers, predicated upon civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in the British Virgin Islands against the Company or its directors or officers, predicated upon civil liability provisions of the securities laws of the United States or any state in the United States.
Although there is no statutory enforcement in the British Virgin Islands of final and conclusive monetary judgments obtained in a competent federal or state court of the United States for a definite sum (and the British Virgin Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), we have been advised that the courts of the British Virgin Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in a competent federal or state court of the United States of America against the Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the British Virgin Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the British Virgin Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the British Virgin Islands; and (f) there is due compliance with the correct procedures under the laws of the British Virgin Islands. However, the British Virgin Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the British Virgin Islands to give rise to obligations to make payments that are penal or punitive in nature.
We have appointed Cogency Global Inc. as agent in New York, New York, to accept service of process in the U.S. in connection with any investigation or administrative proceeding conducted by the Commission, and any civil suit or action brought against or involving us in a U.S. court arising out of or relating to or concerning an offering of securities under this prospectus.
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We are an electronics-focused e-retailer that offers customers a comprehensive selection of the latest consumer electronics products, detailed product descriptions and images, “how-to” information, and customer reviews via our websites. We offer brands and sellers a wide range of options to sell through our platform, as well as services that we offer to help make their online businesses more efficient and effective. Our Direct offering allows brands to sell directly to us and we manage the inventory and transaction directly with our consumers. Our Marketplace offering allows brands to leverage our platform, buyer audience and e-commerce solutions in order to generate sales on the Newegg platform.
Our corporate headquarters is located at 21688 Gateway Center Drive, Suite 300, Diamond Bar, CA 91765. The telephone number of our corporate headquarters is +1 (626) 271-9700. Our registered office is located at the offices of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
Our Common Shares are publicly traded on Nasdaq under the symbol “NEGG”.
We also maintain web sites at www.newegg.com, www.neweggbusiness.com, and www.newegg.ca. The information contained on our websites or available through our websites is not incorporated by reference into and should not be considered a part of this prospectus, and the reference to our websites in this prospectus is an inactive textual reference only.
Implications of Being a Foreign Private Issuer
We are a non-U.S. company with foreign private issuer status. As long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:
| ● | the rules under the Exchange Act requiring domestic filers to issue financial statements prepared under U.S. GAAP; |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
| ● | provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; |
| ● | the sections of the Exchange Act requiring principal shareholders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial statements and other specified information, and current reports on Form 8-K upon the occurrence of specified significant events. |
Notwithstanding these exemptions, we will file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.
Because we are a foreign private issuer, members of our board of directors and executive officers are not subject to short-swing profit and insider trading reporting obligations under Section 16(b) and (c) of the Exchange Act. They will, however, be subject to the obligations under Section 16(a) of the Exchange Act, including the requirement to file public reports regarding their share ownership and trading activities on Forms 3, 4, and 5, as well as the reporting requirements relating changes in share ownership under section 13 of the Exchange Act and related SEC rules.
We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.
Both foreign private issuers and emerging growth companies also are exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer.
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Investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully consider the risk factors incorporated by reference from our most recent Annual Report on Form 20-F and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement and any applicable free writing prospectus before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.
Except as may be described otherwise in a prospectus supplement, we will use the net proceeds from our sale of the securities under this prospectus for general corporate purposes. We may designate a specific allocation of the net proceeds of an offering of securities by us to a specific purpose, if any, at the time of the offering and will describe any allocation in the related prospectus supplement.
We will not receive any of the proceeds from the sale of Common Shares being offered by the selling shareholders. Each selling shareholder will pay any underwriting fees, discounts and selling commissions incurred by such selling shareholder in disposing of its Common Shares.
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This prospectus provides you with a general description of the securities that may be offered. With respect to a particular offering of the securities registered hereby, to the extent required, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part will be prepared. You should read both this prospectus and any prospectus supplement and the documents incorporated by reference in this prospectus and any prospectus supplement, together with additional information described under the heading “Where You Can Find More Information” carefully before investing in the securities. The prospectus supplement to be attached to this prospectus will describe the terms of the offering, including the amount and more detailed items of the securities, the initial public offering price, the price paid for the securities, net proceeds, the expenses of the offering, the terms of offers and sales outside of the United States, if any, our capitalization, the nature of the plan of distribution, the terms of any rights offering, including the subscription price for Common Shares, record date, ex-rights date and exercise period, the other specific terms related to the offering, and any U.S. federal income tax considerations and British Virgin Islands tax considerations applicable to the securities. Any information in a prospectus supplement, if any, or information incorporated by reference after the date of this prospectus is considered part of this prospectus and may add, update or change information contained in this prospectus. Any information in such subsequent filings that is inconsistent with this prospectus will supersede the information in this prospectus.
Neither we nor the selling shareholders have authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus. Neither we nor the selling shareholders take any responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the selling shareholders have authorized any other person to provide you with different information. Neither we nor the selling shareholders are making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
Newegg Commerce, Inc. is a company incorporated in the British Virgin Islands. We publish our financial statements in United States dollars.
For a description of our Common Shares, including the rights and obligations attached thereto, please refer to Exhibit 2.1 to our Annual Report for the year ended December 31, 2021, which is incorporated by reference herein.
DESCRIPTION OF WARRANTS AND UNITS
We will set forth in the applicable prospectus supplement a description of any warrants or units that may be offered pursuant to this prospectus.
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The selling shareholders listed below and their permitted transferees, pledgees or other successors may from time to time offer and sell any or all of the Common Shares set forth below pursuant to this prospectus. When we refer to the “selling shareholder” in this prospectus, we refer to the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors and other permitted transferees that hold any of that selling shareholder’s interest in the Common Shares after the date of this prospectus.
We cannot advise you as to whether the selling shareholders will in fact sell any or all of such Common Shares. In particular, the selling shareholders identified below may have sold, transferred or otherwise disposed of all or a portion of their securities after the date on which they provided us with information regarding their securities. Any changed or new information given to us by the selling shareholders, including regarding the identity of, and the securities held by, the selling shareholders, will be set forth in a prospectus supplement or amendments to the registration statement of which this prospectus is a part, if and when necessary.
The following table sets forth certain information as of May 26, 2026 concerning the Common Shares that may be offered from time to time by the selling shareholders with this prospectus. As of May 26, 2026, Newegg had 20,973,423 Common Shares outstanding. The selling shareholders may sell all, some or none of such securities in this offering. See “Plan of Distribution.”
Beneficial ownership is determined in accordance with SEC rules. The information is not necessarily indicative of beneficial ownership for any other purpose. In general, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power or investment power with respect to such security. A person is also deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. To our knowledge, except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have shared voting and investment power with respect to all Common Shares beneficially owned by that person.
| Name and Address of Selling Shareholders | Number of Common Shares Beneficially Owned Prior to the Offering | Number of Common Shares Being Offered | Number of Common Shares Beneficially Owned After the Offered Common Shares are Sold | Percentage of Common Shares Beneficially Owned After the Common Shares are Sold | ||||||||||||
| Digital Grid (Hong Kong) Technology Co., Limited (1) | 11,141,079 | 4,000,000 | 7,141,079 | 34.1 | % | |||||||||||
| Tekhill USA, LLC (2) | 3,156,646 | 1,500,000 | 1,656,646 | 7.9 | % | |||||||||||
| Vladimir Galkin(3) | 4,392,812 | 1,500,000 | 2,892,812 | 13.8 | % | |||||||||||
| (1) | Digital Grid (Hong Kong) Technology Co., Limited (“Digital Grid”), is a limited liability company organized under the laws of Hong Kong. Its business address is Room 1003, 10/F, Tower 1, Lippo Centre, 89 Queensway, Admiralty, Hong Kong. Digital Grid is a subsidiary of Hangzhou Lianluo Interactive Information Technology Co., Ltd. (“Hangzhou Lianluo”), a company organized under the laws of the People’s Republic of China, and of which Zhitao He, Chairman of the Board of Directors of the Company, is a controlling shareholder. Hangzhou Lianluo holds warrants to purchase 6,250 Common Shares at an exercise price of $352.00 per share. Plus, Hyperfinite Galaxy Holding Limited, a company solely owned by Mr. He, holds 2,946 Common Shares. Mr. He holds vested stock options exercisable for 684,869 Common Shares at an exercise price of $10.95 per share. All of those persons are affiliated with each other and under the control of Mr. Zhitao He. Certain information provided in this footnote is derived from a Schedule 13D/A filed with the SEC by Hangzhou Lianluo, Digital Grid, Hyperfinite and Mr. He on August 11, 2025 and Form 3 filed with the SEC by Mr. He on March 31, 2026. |
Pursuant to our Amended and Restated Memorandum and Articles of Association (“Articles”), Digital Grid may appoint and replace up to four directors to our Board of Directors depending on the Common Shares or other Equity Interests (as defined in the Articles) held by Digital Grid or its affiliates.
The Common Shares owned by Digital Grid have been pledged to the Bank of China (“BOC”) as collateral to support working capital loans and letters of credit provided by BOC to Digital Grid, Hangzhou Lianluo and certain affiliates (other than Newegg). The loans have been guaranteed jointly and severally by Beijing Digital Grid Technology Co., Ltd., a wholly-owned subsidiary of Hangzhou Lianluo and the sole parent company of Digital Grid, and by Mr. Zhitao He. In May 2020, BOC filed several lawsuits against Hangzhou Lianluo, Digital Grid, Beijing Digital Grid Technology Co., Ltd. and Mr. Zhitao He in the Hangzhou Intermediate People’s Court in China alleging that the defendants had failed to repay the loans when due and were in breach of the loan agreements. The court has ruled that the loans are in default in a final, non-appealable judgment. The estimated total amount owed under these loans as of March 31, 2026 was principal of RMB 331,000,000 in RMB denominated loans, plus principal of $146,900,000 in U.S. dollar loans. Digital Grid intends to use all or a portion of the proceeds received from this offering to repay and discharge these loans.
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In addition, on April 11, 2023, the Industrial and Commercial Bank of China (“ICBC”) filed a lawsuit against Hangzhou Lianluo in the Hangzhou Court alleging that Hangzhou Lianluo failed to repay when due three separate loans, provided by ICBC to Hangzhou Lianluo, and was in breach of the related loan agreements. Hangzhou Lianluo has informed us that the estimated total amount owed under the loans, including interest, fees, expenses and penalties, as of March 31, 2026, was approximately RMB 660,000,000. Hangzhou Lianluo did not pledge any Newegg Common Shares owned by it or Digital Grid as collateral to support the ICBC loans. On February 26, 2024, the Hangzhou Court ruled that Hangzhou Lianluo owed ICBC RMB 332,000,000 (including interest) under one of such loans.
On March 20, 2026, Hangzhou Lianluo announced that China Merchants Bank (“CMB”) has filed a bankruptcy liquidation petition against Hangzhou Lianluo in the Hangzhou Court on the grounds that Hangzhou Lianluo has failed to repay its outstanding loans. Hangzhou Lianluo has informed us that the total amount owed under these loans, including principal, interest, fees, expenses and penalties, as of March 31, 2026, was RMB 185,300,000. Hangzhou Lianluo did not pledge any Newegg Common Shares owned by it or Digital Grid as collateral to support the CMB loans.
| (2) | Tekhill USA, LLC (“Tekhill”), is a limited liability company organized under the laws of California. Its business address is 17560 Rowland St., City of Industry, CA 91748. Fred Chang, who serves on our Board of Directors, is the sole member and manager of Tekhill. Mr. Chang also holds 407,927 Common Shares and vested stock options exercisable for 397,236 Common Shares at an exercise price of $23.72 per share. Furthermore, Nabal Spring, LLC (“Nabal”), of which Mr. Chang is the sole member and manager, holds 450,000 Common Shares. Certain information provided in this footnote is derived from a Schedule 13D/A filed with the SEC by Mr. Chang, Tekhill and Nabal on March 31, 2026 and a Form 4 filed with the SEC by Mr. Chang on May 28, 2026. |
In March 2022, Fred Chang entered into a loan with East West Bank, pursuant to which Tekhill pledged certain Common Shares as collateral to East West Bank to secure a loan from East West Bank to Fred Chang with a principal amount of $15.0 million. As a result of certain defaults under the loan with East West Bank, beginning in June 2025, East West Bank began to complete foreclosure sales with respect to these pledged shares. During the period between June 23, 2025 and September 4, 2025, East West Bank completed foreclosure sales of a total of 762,408 Common Shares held by Tekhill and sold these shares on the open market and the total principal, interest, fees and penalties owed by Tekhill under the East West Bank loan agreement was fully paid-off on September 10, 2025. The East West loan agreement was terminated and East West Bank no longer has any security interest in the shares.
Fred Chang is the “Minority Representative” under our Articles, which gives him the power to appoint and replace up to two members of our Board of Directors, of each of our subsidiaries, and of each committee of any such board. On November 21, 2025, Mr. Chang, in his capacity as the Minority Representative, appointed himself to the Company’s Board of Directors and designated himself as the Primary Minority Board Appointee pursuant to the Articles.
| (3) | Mr. Galkin’s mailing address is 10900 NW 97th Street, #102, Miami, FL, 33178. The Common Shares are held jointly by Vladimir Galkin and Angelica Galkin, husband and wife. Based on information from a Schedule 13D/A filed with the SEC by Mr. Galkin on February 9, 2026. |
Mr. Galkin nominated Brian Burns, Jr. to serve on our Board of Directors and, on February 2, 2026, Mr. Burns was appointed to the Board of Directors. Procedurally, Mr. Burns is one of four Board appointees that Digital Grid is entitled to make to the Board of Directors pursuant to Article 8.1(ii) of the Company’s Articles.
Shareholders Agreement
We are party to an amended and restated shareholders agreement, dated as of May 19, 2021, and amended on March 22, 2022, August 1, 2022 and August 13, 2025 (the “Shareholders Agreement”), with Digital Grid, Mr. Fred Chang and certain other shareholders (the “Principal Shareholders”). Under the Shareholders Agreement, the Principal Shareholders have pre-emptive rights to acquire additional shares when the Company issues or sells additional securities in the future, except for “excluded issuances” as defined in the Shareholders Agreement or Common Shares offered pursuant to a registration statement filed with the SEC. In addition, the Company and the Principal Shareholders also have rights of first refusal over certain transfers of the Common Shares by the Principal Shareholders, pursuant to the Shareholders Agreement and subject to compliance with applicable laws and Nasdaq’s Listing Rules.
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We or the selling shareholders may sell the securities from time to time pursuant to underwritten public offerings, directly or through agents in one or more transactions, including negotiated transactions, at a fixed public offering price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. The securities may be sold in portions outside the United States at an offering price and on terms specified in the applicable prospectus supplement relating to a particular issue of the securities. Without limiting the generality of the foregoing, any one or more of the following methods may be used when selling the securities:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; | |
| ● | privately negotiated transactions; | |
| ● | settlement of short sales entered into after the date of this prospectus; | |
| ● | sales in which broker-dealers agree with us or a selling securityholder to sell a specified number of securities at a stipulated price per security; | |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | |
| ● | by pledge to secure debts or other obligations; | |
| ● | by an underwritten public offering; | |
| ● | in a combination of any of the above; or | |
| ● | any other method permitted pursuant to applicable law. |
In addition, the securities may be sold by way of exercise of rights granted pro rata to our existing shareholders.
The securities may also be sold short and securities covered by this prospectus may be delivered to close out such short positions, or the securities may be loaned or pledged to broker-dealers that in turn may sell them. Options, swaps, derivatives or other transactions may be entered into with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of the securities and Common Shares, respectively, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
We may also sell securities covered by this registration statement in an “at-the-market offering” as defined in Rule 415 under the Securities Act. Such offering may be made into an existing trading market for such securities in transactions at other than a fixed price, either:
| ● | on or through the facilities of The Nasdaq Stock Market LLC (“Nasdaq”), or any other securities exchange or quotation or trading service on which such securities may be listed, quoted or traded at the time of sale; and/or |
| ● | other than on Nasdaq or such other securities exchanges or quotation or trading services. |
Such at-the-market offerings, if any, may be conducted by underwriters acting as principal or agent.
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Any underwriters or agents will be identified and their compensation described in the applicable prospectus supplement and any free writing prospectus authorized for use in connection with an offering. To the extent required, the name of the dealer and the terms of the transactions will be set forth in the applicable prospectus supplement and any free writing prospectus authorized for use in connection with an offering. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
Each time that we or the selling shareholders sell securities covered by this prospectus, we or the selling shareholders will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the securities and the proceeds to us or the selling shareholders, if applicable.
In connection with the sale of securities, the underwriters or agents may receive compensation from us, the selling shareholders or from purchasers of the securities for whom they may act as agents. The underwriters may sell securities to or through dealers, who may also receive compensation from the underwriters or from purchasers of the securities for whom they may act as agents. Compensation may be in the form of discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of the securities may be deemed to be underwriters as defined in the Securities Act, and any discounts or commissions received by them from us or the selling shareholders and any profit on the resale of the securities by them may be treated as underwriting discounts and commissions under the Securities Act.
We or the selling shareholders may directly solicit offers to purchase the securities and may make sales of securities directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. To the extent required, the applicable prospectus supplement and any free writing prospectus authorized for use in connection with an offering will describe the terms of any such sales, including the terms of any bidding or auction process, if used.
We or the selling shareholders may enter into agreements that will entitle the underwriters, dealers and agents to indemnification by us or the selling shareholders against and contribution toward certain liabilities, including liabilities under the Securities Act.
Certain underwriters, dealers and agents and their associates may be customers of, engage in transactions with or perform commercial banking, investment banking, advisory or other services for the selling shareholders or us, including our subsidiaries, in the ordinary course of their business.
If so indicated in the applicable prospectus supplement relating to a particular issue of securities, the underwriters, dealers or agents will be authorized to solicit offers by certain institutions to purchase the securities under delayed delivery contracts providing for payment and delivery at a future date. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of these contracts.
We will advise the selling shareholders that while they are engaged in a distribution of the securities, they are required to comply with Regulation M promulgated under the Exchange Act (“Regulation M”). With limited exceptions, Regulation M precludes the selling shareholders, any affiliated purchasers and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. All of the foregoing might affect the marketability of the securities.
Certain legal matters with respect to British Virgin Islands law will be passed upon for us by Conyers Dill & Pearman. Jones Day may rely upon Conyers Dill & Pearman with respect to matters governed by British Virgin Islands law. Certain legal matters with respect to United States and New York law will be passed upon for us by Jones Day.
The consolidated financial statements of Newegg Commerce, Inc. as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 incorporated by reference in this Prospectus and in the Registration Statement have been so incorporated in reliance on the report of BDO USA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
British Virgin Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Amended and Restated Memorandum and Articles of Association permit indemnification of officers and directors against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings, provided that such person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, such person had no reasonable cause to believe that their conduct was unlawful.
Pursuant to the terms of the Amended and Restated Shareholders Agreement, as amended (the “Shareholders Agreement”), for the Company, all directors of the Company and the directors or managers of each of its subsidiaries shall not be liable for, and shall be indemnified and held harmless by the Company against any losses, liabilities and reasonable expenses (including reasonable attorneys’ fees) arising from proceedings in which such indemnitee may be involved, as a party or otherwise, by reason of he or she being such a director of the Company or director or manager of any subsidiary thereof, or by reason of his or her involvement in the management of the affairs of the Company or its subsidiaries, whether or not he or she continues to be such at the time any such loss is paid or incurred. Notwithstanding the foregoing, an indemnitee shall not be held harmless or indemnified under Shareholders Agreement for such losses, liabilities and expenses arising out of the fraud, dishonesty, intentional misconduct, or knowing or reckless breach of the indemnitee’s obligations under the Shareholders Agreement, or the bad faith of such indemnitee. In addition, the indemnitee shall be entitled to indemnification by the Company against reasonable expenses as incurred by the indemnitee in connection with the defense of any action to which the indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of applicable law.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 9. Exhibits
The following exhibits are incorporated by reference into this registration statement or are filed herewith and made a part hereof:
| Exhibit No. | Name of Document | Method of Filing | ||
| 1.1 | Form of underwriting agreement for equity securities of the Company | * | ||
| 3.1 | Amended and Restated Memorandum and Articles of Association | Incorporated by reference to Exhibit 1.1 to the Company’s Report on Form 6-K, filed April 7, 2025. | ||
| 4.1 | Amended and Restated Newegg Inc. Shareholders Agreement | Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form F-1/A, filed December 10, 2021. | ||
| 4.2 | First Amendment to the Amended and Restated Newegg Inc. Shareholders Agreement | Incorporated by reference to Exhibit 1.1 to the Company’s Report on Form 6-K filed on April 28, 2022. | ||
| 4.3 | Second Amendment to the Amended and Restated Newegg Inc. Shareholders Agreement | Incorporated by reference to Exhibit 99.3 to the Company’s Report on Form 6-K filed on September 2, 2022. | ||
| 4.4 | Third Amendment to the Amended and Restated Newegg Inc. Shareholders Agreement | Incorporated by reference to Exhibit 99.1 to the Company’s Report on Form 6-K filed on August 15, 2025. | ||
| 4.5 | Form of Warrant | * | ||
| 4.6 | Description of Securities | Incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F (File No. 001-34661) filed on April 28, 2022. | ||
| 5.1 | Opinion of Conyers, Dill & Pearman, British Virgin Islands counsel, relating to the base prospectus | Filed herewith. | ||
| 5.2 | Opinion of Jones Day, U.S. counsel, relating to the base prospectus | Filed herewith. | ||
| 23.1 | Consent of BDO USA, P.C., Independent Registered Public Accounting Firm | Filed herewith. | ||
| 23.2 | Consent of Conyers, Dill & Pearman | Included in Exhibit 5.1. | ||
| 23.3 | Consent of Jones Day | Included in Exhibit 5.2. | ||
| 24.1 | Power of Attorney | Included in signature page of this registration statement. | ||
| 107 | Filing Fee Table. | Filed herewith. |
| * | To be filed by amendment or incorporated herein by reference to a subsequently furnished Report on Form 6-K. |
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Item 10. Undertakings
(a) The undersigned registrant hereby undertakes:(1) To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this registration statement:
(A) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total U.S. dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(C) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that: paragraphs (a)(1)(A), (a)(1)(B) and (a)(1)(C) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
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(5) That, for the purpose of determining liability under the Securities Act to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(A) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(B) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(C) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(D) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
II-3
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Diamond Bar, State of California, on May 29, 2026.
| NEWEGG COMMERCE, INC. | ||
| By: | /s/ Anthony Chow | |
| Name: | Anthony Chow | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Anthony Chow and Christina Ching, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements of the registrant, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to enable the registrant to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Anthony Chow | Chief Executive Officer and Director | May 27, 2026 | ||
| Anthony Chow | (Principal Executive Officer) | |||
| /s/ Christina Ching | Chief Financial Officer (Principal | May 28, 2026 | ||
| Christina Ching | Financial and Accounting Officer) | |||
| /s/ Zhitao He | Chairman | May 29, 2026 | ||
| Zhitao He | ||||
| /s/ Fred Faching Chang | Director | May 29, 2026 | ||
| Fred Faching Chang | ||||
| /s/ Brian Burns, Jr. | Director | May 28, 2026 | ||
| Brian Burns, Jr. | ||||
| /s/ Fuya Zheng | Director | May 28, 2026 | ||
| Fuya Zheng | ||||
| /s/ Poi Wu | Director | May 29, 2026 | ||
| Poi Wu | ||||
| /s/ Richard Weil | Director | May 28, 2026 | ||
| Richard Weil |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in the City of Diamond Bar, State of California, on May 29, 2026.
| COGENCY GLOBAL INC. | ||
| By: | /s/ Colleen A. De Vries | |
| Name: | Colleen A. De Vries | |
| Title: | Senior Vice President | |
Exhibit 5.1
 |
CONYERS DILL & PEARMAN |
29th Floor | |
One Exchange Square | |
8 Connaught Place | |
Central | |
Hong Kong | |
T +852 2524 7106 | F +852 2845 9268 | |
conyers.com |
29 May 2026
Matter No.:1014727/111890706
852 2842 9530
Richard.Hall@conyers.com
Newegg Commerce, Inc.
17560 Rowland Street
City of Industry, CA 91748
Dear Sir/ Madam,
Re: Newegg Commerce, Inc. (the “Company”)
We have acted as special British Virgin Islands legal counsel to the Company in connection with a registration statement on form F-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date of this opinion (the “Registration Statement”, which terms does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the shelf registration under the U.S. Securities Act of 1993, as amended (the “Securities Act”), of (a) up to US$250,000,000 of common shares in the Company of par value of US$0.43696 per share (“Common Shares”), warrants (“Warrants”) to purchase Common Shares (the “Warrant Shares”) and/or units consisting of Common Shares and Warrants (“Units”, together with the Warrants the “non-Equity Securities”, and collectively with the Common Shares and the Warrant Shares, the “Securities”) and (b) up to 7,000,000 Common Shares to be offered and sold by the Selling Shareholders (as defined in the Registration Statement) described in the Registration Statement in any combination.
| 1. | DOCUMENTS REVIEWED |
For the purposes of giving this opinion, we have examined the following document(s):
| 1.1. | A copy of the Registration Statement. |
We have also reviewed:
| 1.2. | a copy of the certificate of incorporation, the certificates of change of name, the current restated and amended memorandum and articles of association of the Company adopted on 7 April 2025 (the “M&A”), as obtained from the Registrar of Corporate Affairs at 3.41 p.m. on 28 May 2026; |
Partners: Piers J. Alexander, Crystal C. Au-Yeung, Christopher W. H. Bickley, Beverly Y. Cheung, Anna W. T. Chong, Angie Y. Y. Chu, Alexander T. Doyle, Vivien C. S. Fung, Richard J. Hall, Norman Hau, Wynne Lau, Ryan A. McConvey, Teresa F. Tsai, Flora K. Y. Wong
Consultant: David M. Lamb
BERMUDA | BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS
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| 1.3. | a copy of the resolutions in writing signed by all the directors of the Company and dated 3 March 2026 and 21 May 2026 (collectively, the “Resolutions”); |
| 1.4. | a copy of the register of members of the Company provided by the Company on 28 May 2026 (the “Register of Members”); |
| 1.5. | a copy of a certificate of good standing issued by the Registrar of Corporate Affairs and dated 28 May 2026; and |
| 1.6. | such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below. |
| 2. | ASSUMPTIONS |
We have assumed
| 2.1. | the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; |
| 2.2. | that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; |
| 2.3. | the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us; |
| 2.4. | that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended; |
| 2.5. | that the Company and its subsidiaries (if any) do not own an interest in any land in the British Virgin Islands; |
| 2.6. | that there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein; |
| 2.7. | that on the date of allotment (where applicable) and issuance of any non-Equity Securities the Company is, and after any such allotment and issuance the Company is and will be able to, pay its liabilities as they become due; |
| 2.8. | none of the parties to any applicable purchase, underwriting, or similar agreement and any other agreement or other document relating to any Securities is or will be carrying on unauthorised financial services business for the purposes of the Financial Services Commission Act of the British Virgin Islands; |
| 2.9. | that neither the Company nor any of its shareholders is a sovereign entity of any state and none of them is a subsidiary direct or indirect of any sovereign entity or state; |
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| 2.10. | that the Company will issue the Securities in furtherance of its objects as set out in its memorandum of association; |
| 2.11. | that the memorandum and articles of association of the Company will not be amended in any manner that would affect the opinions expressed herein; |
| 2.12. | that the Company will have sufficient authorised shares available to issue under its memorandum of association to effect the issue of any Common Shares at the time of issuance, whether as a principal issue or on the conversion, exchange or exercise of any non-Equity Securities; |
| 2.13. | that the form and terms of any and all non-Equity Securities, the issuance and sale of any Securities by the Company, and the Company’s incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under any related agreement, indenture or supplement thereto) in accordance with the terms thereof will not violate the memorandum and articles of association of the Company nor any applicable law, regulation, order or decree in the British Virgin Islands; |
| 2.14. | that no invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any Securities; |
| 2.15. | none of the Securities have been offered or issued to residents of the British Virgin Islands; |
| 2.16. | that all necessary corporate action will be taken to authorise and approve any issuance of the Securities, the terms of the offering thereof and related matters, and that the applicable definitive purchase, underwriting or similar agreement, will be duly approved, executed and delivered by or on behalf of the Company and all other parties thereto; |
| 2.17. | that the non-Equity Securities to be offered and sold will be valid and binding in accordance with their terms pursuant to the applicable governing law; |
| 2.18. | that the issuance and sale of and payment for the Securities will be in accordance with the applicable purchase, underwriting or similar agreement duly approved by the board of directors of the Company and/or where so required, the shareholders of the Company and the Registration Statement (including the prospectus set forth therein and any applicable supplement thereto); |
| 2.19. | that, upon the issue of any Common Shares (including the Warrant Shares), the Company has or will receive consideration for the full issue price thereof which was, or shall be, equal to at least the par value thereof; and |
| 2.20. | the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with the Commission. |
| 3. | QUALIFICATIONS |
| 3.1. | The obligations of the Company in connection with any offer, issuance and sale of any Securities: |
| (a) | will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, merger, consolidation, moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions; |
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| (b) | will be subject to statutory limitation of the time within which proceedings may be brought; |
| (c) | will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available; |
| (d) | may not be given effect to by a British Virgin Islands court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty; |
| (e) | in the case of any applicable purchase, underwriting, or similar agreement and any other agreement or other document relating to the issue of any Common Shares, may be subject to the Common Law rules that damages against the Company are only available where the purchaser of such Common Shares rescinds such agreement; and |
| (f) | may not be given effect by a British Virgin Islands court to the extent that they are to be performed in a jurisdiction outside the British Virgin Islands and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the exclusive or non-exclusive jurisdiction of specific courts, a British Virgin Islands court has inherent discretion to stay or allow proceedings in the British Virgin Islands courts. |
| 3.2. | We express no opinion as to the enforceability of any provision of any document which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Company. |
| 3.3. | We have undertaken no enquiry and express no view as to the compliance of the Company with the Economic Substance (Companies and Limited Partnerships) Act, 2018. |
| 3.4. | We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the British Virgin Islands. This opinion is to be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to and is given on the basis of the current law and practice in the British Virgin Islands. This opinion is issued solely for your benefit and use in connection with the matter described herein and is not to be relied upon by any other person, firm or entity or in respect of any other matter. |
| 4. | OPINION |
On the basis of and subject to the foregoing, we are of the opinion that:
| 4.1. | The Company is duly incorporated and existing under the laws of the British Virgin Islands in good standing (meaning solely that it has not failed to make any filing with any British Virgin Islands governmental authority or to pay any British Virgin Islands government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the British Virgin Islands). |
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| 4.2. | Upon the due issuance of any Common Shares, and payment of the consideration therefor, such Common Shares will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof). |
| 4.3. | The Warrant Shares, when allotted and issued by the Company upon the exercise of the rights underlying the Warrants in accordance with the Warrants against payment in full of the consideration set forth therein and entered in the register of members of the Company will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof). |
| 4.4. | Upon the due issuance, execution and delivery of any non-Equity Securities by the Company and payment of the consideration therefor, such non-Equity Securities will constitute legal, valid and binding obligations of the Company in accordance with the terms thereof. |
| 4.5. | Based solely upon a review of the Register of Members, the 9,641,079 Common Shares registered in the name of DIGITAL GRID (HONG KONG) TECHNOLOGY CO LIMITED, 3,181,145 Common Shares registered in the name of TEKHILL USA LLC and 1,500,000 Common Shares registered in the name of Vladimir Galkin & Angelica Galkin Jt Ten are validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof). |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman
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Exhibit 5.2
JONES DAY
3161 Michelson Drive • Suite 800 • Irvine, California 92612
Telephone: +1.949.851.3939 • jonesday.com
May 29, 2026
Newegg Commerce, Inc.
21688 Gateway Center Drive, Suite 300
Diamond Bar, CA 91765
Re: Registration Statement on Form F-3 Filed by Newegg Commerce, Inc.
Ladies and Gentlemen:
We have acted as special United States counsel for Newegg Commerce, Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), in connection with the issuance and sale from time to time, on a delayed basis, by the Company of up to $250,000,000 in aggregate offering price of: (i) common shares, par value $0.43696 per share, of the Company (the “Common Shares”); (ii) warrants to purchase Common Shares (“Warrants”); and/or (iii) units consisting of Common Shares and Warrants (“Units”), in each case as contemplated by the Registration Statement on Form F-3 as filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”), to which this opinion is filed as an exhibit (as the same may be amended from time to time, the “Registration Statement”). The Common Shares, Warrants and Units are collectively referred to herein as the “Securities.” The Securities may be offered and sold from time to time pursuant to Rule 415 under the U.S. Securities Act of 1933 (the “Securities Act”).
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
| 1. | The Warrants, upon receipt by the Company of such lawful consideration therefor as the Company’s Board of Directors (the “Board”) (or an authorized committee thereof) may determine, will constitute valid and binding obligations of the Company. |
| 2. | The Units, upon receipt by the Company of such lawful consideration therefor as the Board (or an authorized committee thereof) may determine, will constitute valid and binding obligations of the Company. |
In rendering the foregoing opinions, we have assumed that: (i) the Registration Statement, and any amendments thereto, will have become effective under the Securities Act (and will remain effective at the time of issuance of any Securities thereunder); (ii) a prospectus supplement describing the terms of the Securities offered pursuant to the Registration Statement, to the extent required by applicable law and the relevant rules and regulations of the Commission, will be timely filed with the Commission; (iii) the resolutions authorizing the Company to issue, offer and sell the Securities will have been adopted by the Board (or an authorized committee thereof) and/or the shareholders of the Company, as applicable, and will be in full force and effect at all times at which the Securities are offered and sold by the Company; (iv) the definitive terms of the Securities will have been established in accordance with all requisite corporate action and applicable law, including British Virgin Islands law; (v) the Company will issue and deliver the Securities in the manner contemplated by the Registration Statement and, for any Securities that consist of Common Shares in whole or in part, such Common Shares will have been authorized and reserved for issuance, in each case within the limits of the then-remaining authorized but unissued and unreserved amounts of such Common Shares; (vi) all Securities will be issued in compliance with applicable federal and state securities laws; and (vii) any Warrant Agreement (defined below) or Unit agreement will be governed by, and construed in accordance with, the laws of the State of New York and will constitute a valid and binding obligation of each party thereto other than the Company.
With respect to any Securities consisting of Warrants, we have further assumed that (i) the warrant agreement, approved by us, relating to the Warrants (the “Warrant Agreement”) to be entered into by the Company and each other party thereto (the “Counterparty”), will have been authorized, executed and delivered by the Company and the Counterparty, and (ii) the Warrants will be authorized, executed and delivered by the Company and the Counterparty in accordance with the provisions of the Warrant Agreement.
With respect to any Securities consisting of Units, we have further assumed that each component of such Unit will be authorized, validly issued, fully paid and nonassessable (to the extent applicable) and will constitute a valid and binding obligation of the Company as contemplated by the Registration Statement and the applicable Unit agreement, if any.
AMSTERDAM ● ATLANTA ● BEIJING ● BOSTON ● BRISBANE ● BRUSSELS ● CHICAGO ● CLEVELAND ● COLUMBUS ● DALLAS DETROIT ● DUBAI ● DUSSELDORF ● FRANKFURT ● HONG KONG ● HOUSTON ● IRVINE ● LONDON ● LOS ANGELES ● MADRID MELBOURNE ● MEXICO CITY ● MIAMI ● MILAN ● MINNEAPOLIS ● MUNICH ● NEW YORK ● PARIS ● PERTH ● PITTSBURGH SAN DIEGO ● SAN FRANCISCO ● SAO PAULO ● SHANGHAI ● SILICON VALLEY ● SINGAPORE ● SYDNEY ● TAIPEI ● TOKYO ● WASHINGTON
We have further assumed that (a) the Company is and will be a British Virgin Islands company existing and in good standing under the laws of the British Virgin Islands, (b) the Warrant Agreement and the underlying Common Shares have been or will have been (i) authorized by all necessary corporate action of the Company and (ii) executed and delivered by the Company under the laws of the British Virgin Islands, (c) the choice of New York law to govern the Warrant Agreement and Unit agreement and any choice of New York forum provisions included in the Warrant Agreement and Unit agreement are valid choices under the laws of the British Virgin Islands, (d) the execution, delivery, performance and compliance with the terms and provisions of the Warrant Agreement and Unit agreement, as applicable, by the Company do not and will not violate or conflict with the laws of the British Virgin Islands or the terms and provisions of the Company’s Memorandum and Articles of Association (including any amendments thereto), or any rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to the Company or its properties.
The opinion expressed herein is limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.
As to facts material to the opinion and assumptions expressed herein, we have relied upon oral or written statements of representations of officers and other representatives of the Company.
The opinion expressed herein is limited to the laws of the State of New York, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction, including in particular the laws of the British Virgin Islands.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, | |
| /s/ Jones Day |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated April 28, 2026, relating to the consolidated financial statements of Newegg Commerce, Inc. appearing in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO USA, P.C.
Los Angeles, California
May 29, 2026