SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

He Zhitao

(Last)

(First)

(Middle)

C/O NEWEGG COMMERCE, INC.

21688 GATEWAY CENTER DRIVE, SUITE 300

(Street)

DIAMOND BAR

CALIFORNIA

91765

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Newegg Commerce, Inc. [ NEGG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, par value US$0.43696 per share	11,141,079	I	By Digital Grid (Hong Kong) Technology Co., Limited⁽¹⁾
Common Shares, par value US$0.43696 per share	2,946	I	By Hyperfinite Galaxy Holding Limited⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	⁽²⁾	⁽²⁾	Common Shares, par value US$0.43696 per share	684,869	$10.95	D
Warrants (right to buy)	⁽³⁾	⁽³⁾	Common Shares, par value US$0.43696 per share	6,250	$352	I	By Hangzhou Lianluo Interactive Technology Co., Ltd.⁽¹⁾

Explanation of Responses:

1. Mr. Zhitao He beneficially owns (i) 11,141,079 common shares of Newegg Commerce, Inc. (the "Issuer") held by Digital Grid (Hong Kong) Technology Co., Limited ("Digital Grid"), through Hangzhou Lianluo Interactive Technology Co., Ltd.'s ("Hangzhou Lianluo") 100% ownership of Digital Grid and his control of Hangzhou Lianluo and Digital Grid, (ii) warrants to purchase 6,250 common shares at an exercise price of $352.00 per share held by Hangzhou Lianluo through his control of Hangzhou Lianluo, (iii) 2,946 common shares held by Hyperfinite Galaxy Holding Limited, which is 100% owned by Mr. Zhitao He, and (iv) vested stock options held by Mr. Zhitao He that are exercisable for 684,869 common shares at an exercise price of $10.95 per share. Hangzhou Lianluo is controlled by Mr. Zhitao He.

2. The stock options were granted pursuant to the Newegg 2005 Incentive Award Plan and are fully vested and exercisable. The options were granted on June 15, 2020 and will expire on June 15, 2030.

3. Each warrant is exercisable for common shares at any time for an exercise price of $352.00 per share with no expiration date. The warrants were granted on April 28, 2016.

Remarks:

Exhibit 24 POWER OF ATTORNEY

	/s/ Ruth Jin, Esq. power of attorney for: Zhitao He	03/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider He Zhitao