Fred Chang Entities Amend Newegg Stake Filing

TL;DR

Fred Chang's crew updated their Newegg 13D filing, more entities involved.

AI Summary

Fred Faching Chang, through TEKHILL USA LLC and various trusts, has amended their Schedule 13D filing for Newegg Commerce, Inc. on December 17, 2024. The filing indicates a change in beneficial ownership, with TEKHILL USA LLC now listed as a filer. Fred Faching Chang is associated with multiple entities including CHANG 2009 ANNUITY TRUST NO. 1, NO. 2, NO. 3, CHANG TRUST 2008, FRED CHANG PARTNERS TRUST, and NABAL SPRING, LLC.

Why It Matters

This amendment signals a potential shift in control or strategy for Newegg Commerce, Inc. as key stakeholders update their beneficial ownership disclosures.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate changes in activist investor intentions or significant shifts in ownership, potentially impacting stock price and corporate strategy.

Key Players & Entities

• Fred Faching Chang (person) — Beneficial owner and associated with multiple trusts and LLCs filing the amendment.
• TEKHILL USA LLC (company) — Filer of the Schedule 13D/A amendment, associated with Fred Faching Chang.
• Newegg Commerce, Inc. (company) — Subject company of the Schedule 13D/A filing.
• CHANG 2009 ANNUITY TRUST NO. 1 (company) — Group member associated with Fred Faching Chang.
• CHANG 2009 ANNUITY TRUST NO. 2 (company) — Group member associated with Fred Faching Chang.
• CHANG 2009 ANNUITY TRUST NO. 3 (company) — Group member associated with Fred Faching Chang.
• CHANG TRUST 2008 (company) — Group member associated with Fred Faching Chang.
• FRED CHANG PARTNERS TRUST (company) — Group member associated with Fred Faching Chang.
• NABAL SPRING, LLC (company) — Group member associated with Fred Faching Chang.
• ONG I-LING (person) — Group member associated with Fred Faching Chang.

FAQ

Key Financial Figures

• $0.021848 — me of Issuer) Common Stock, par value $0.021848 (Title of Class of Securities) G648
• $1.19 — 2 Common Shares at an exercise price of $1.19 per share held by Fred Chang. Mr. Chang
• $0.6056 — arket prices ranging from approximately $0.6056 to $0.8274 pursuant to the 2023 10b5-1
• $0.8274 — s ranging from approximately $0.6056 to $0.8274 pursuant to the 2023 10b5-1 Plan Tekhil

Filing Documents

• tekhill_sc13da.htm (SC 13D/A) — 172KB
• 0001477932-24-008147.txt ( ) — 174KB

of the Initial Statement is hereby amended and supplemented as follows

Item 2 of the Initial Statement is hereby amended and supplemented as follows: (a) This Schedule statement is being filed jointly by (i) Fred Faching Chang, in his individual capacity ("Mr. Chang"), (ii) Ong I-Ling ("Mrs. Chang"), in her individual capacity,(ii) Tekhill USA LLC, a California limited liability company ("Tekhill"), (iii) the Fred Chang Partners Trust (the "Chang Partners Trust"), (iv) Nabal Spring, LLC, a California limited liability company ("Nabal Spring"), (v) the Chang Trust 2008 (the "Chang Trust 2008), (vi) the Chang 2009 Annuity Trust No. 1 (the "Chang Annuity Trust 1"), (vii) the Chang 2009 Annuity Trust No. 2 (the "Chang Annity Trust 2"), and (viii) the Chang 2009 Annuity Trust No. 3 (the "Chang Annuity Trust 3", together with Mr. Chang, Tekhill, Chang Partners Trust, Nabal Spring, Chang Trust 2008, Chang Annuity Trust 1, and Chang Annuity Trust 2, the "Reporting Persons"). (b) The address of the principal place of business for each Reporting Person is 21688 Gateway Center Dr., Suite 300, Diamond Bar, California 91748. (c) Mr. Chang currently serves on the board of directors of the Issuer. Tekhill and Nabal Spring are investment holding companies that are wholly owned by Mr. Chang. The address of the Issuer 17560 Rowland Street, City of Industry, CA 91748. The address of Tekhill and Nabal Spring is 21688 Gateway Center Dr., Suite 300, Diamond Bar, California 91748. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such

Purpose of Transaction

Item 4. Purpose of Transaction

of the Initial Statement is hereby amended and supplemented as follows

Item 4 of the Initial Statement is hereby amended and supplemented as follows: On July 25, 2023, Tekhill adopted a plan for the disposition of its shares on Rule 10b5-1 ("2023 10b5-1 Plan"), which expired on October 31, 2024. The 2023 10b5-1 Plan provided for the sale of a fixed number of shares on each trading day. Since adoption, Tekhill has sold approximately 5,566.000 shares pursuant to the 2023 10b5-1 plan. Upon expiration of the 2023 10b5-1 Plan, Tekhill adopted a new 10b5-1 Plan ("2024 10b5-1 Plan") effective on January 1, 2025. The 2024 10b5-1 Plan also provides for the sale of a fixed number of shares on each trading day. Tekhill also had previously adopted a 10b5-1 Plan on September 29, 2022. SCHEDULE 13D CUSIP No. G6483G100 Page 12 of 15 In addition, the Reporting Persons may determine, from time to time in the future, based on market and general economic conditions, the business affairs and financial conditions of the Issuer, the capital requirements of the Company (or other Reporting Persons), the availability of securities at favorable prices and other alternative investment opportunities available to the Reporting Persons, and other factors that the Reporting Persons may deem relevant, to sell some or all of the securities it now holds or hereafter acquires in the open market, in privately negotiated transactions, or otherwise. The Reporting Persons may from time to time engage advisors, including broker-dealers, to assist the Reporting Persons in assessing the foregoing considerations.

Interest in Securities of Issuer

Item 5. Interest in Securities of Issuer

of the Initial Statement is hereby amended and supplemented as follows

Item 5 of the Initial Statement is hereby amended and supplemented as follows: (a) As of November 1, 2024, Mr. Chang beneficially owns 121,070,201 shares of the Issuer's stock, which represents approximately 31.2 % of the 387,928,000 common shares outstanding as of June 30, 2024 as reported in Exhibit 99.2 of the Issuer's Form 6-K filed with the Commission on August 29, 2024. Of the total shares beneficially owned, (i) 73,112,406 shares are owned by Tekhill USA LLC; (ii) 23,624,115 shares are owned by the Fred Chang Partners Trust; (iii) 9,158,558 shares are owned by Nabal Spring, LLC; (iv) 5,435,754 shares are owned by the Chang Trust 2008; (v) 797,625 shares are owned by the Chang 2009 Annuity Trust No. 1; (vii) 332,340 shares are owned by the Chang 2009 Annuity Trust No. 2; (vi) 664,691 shares are owned by the Chang 2009 Annuity Trust No. 3; (viii) vested stock options exercisable for 7,944,712 Common Shares at an exercise price of $1.19 per share held by Fred Chang. Mr. Chang is the sole member and manager of, and has sole voting, investment and dispositive power with respect to the shares held by, Tekhill USA LLC and Nabal Spring, LLC, as well as his options. Mr. Chang has shared voting and dispositive power with his wife with respect to the shares held by the Fred Chang Partners Trust and the Chang Trust 2008, and shared ownership of the shares held by the Chang 2009 Annuity Trust No. 1, the Chang 2009 Annuity Trust No. 2, and the Chang 2009 Annuity Trust No. 3. Mr. Chang is the settlor of the Fred Chang Partners Trust, the Chang Trust 2008, the Chang 2009 Annuity Trust No. 1, the Chang 2009 Annuity Trust No. 2, and the Chang 2009 Annuity Trust No. 3 is settlor of the Fred Chang Partners Trust, the Chang Trust 2008, the Chang 2009 Annuity Trust No. 1, the Chang 2009 Annuity Trust No. 2, and the Chang 2009 Annuity Trust No. 3. (b) The information contained in Item 5(a) of this Report on Schedule 13D is hereby incorporated by reference herein. (c) During

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer By agreement dated March 22, 2022, the Issuer, Mr. Chang, and other Issuer shareholders entered into an amendment (the "First Amendment") to the Company's Amended and Restated Shareholders Agreement dated as of May 19, 2021 (the "Shareholders Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Shareholders Agreement. The First Amendment made the ROFR Right in Section 1.03 apply only to 90% of the shares of the Issuer's common shares that are subject to such ROFR Right collectively owned by each Principal Shareholder and its Affiliates, calculated as of May 19, 2021. On March 23, 2022, Tekhill USA LLC ("Borrower") entered into a Loan and Security Agreement ("East West Loan Agreement") with East West Bank ("East West Bank"), whereby the Borrower agreed to pledge certain shares of Newegg Commerce, Inc., up to 32 million shares, to East West Bank to obtain credit from East West Bank ("Loan Transaction"). The East West Loan Agreement was amended on July 12, 2023 ("July 2023 Amendment") to increase the number of pledged shares to 42 million. In October 2024, Borrower pledged an additional 1 million shares. As of the date hereof, an aggregate of 43 million shares owned by Borrower are pledged to East West Bank. On August 1, 2022, the Issuer, Mr. Chang, and other Issuer shareholders entered into a second amendment (the "Second Amendment") to the Shareholders Agreement. The Second Amendment limited the ROFR Right in Section 1.03 to 80% of the shares of the Issuer's common shares that are subject to such ROFR Right collectively owned by each Principal Shareholder and its Affiliates, calculated as of May 19, 2021. On or around August 1, 2022, Borrower entered into a Loan and Security Agreement ("Bard Loan Agreement") with Bard Company Ltd. ("Bard"), whereby the Borrower pledged 27.5 million shares to Bard to obta

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits Exhibit Number Description 1 Joint Filing Agreement, dated July 20, 2021, by and among the Reporting Persons (incorporated by reference to Initial Statement filed by the Reporting Persons on July 20, 2021) 2 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Issuer's Registration Statement on Form F-1/A, filed December 10, 2021 3 Amended and Restated Shareholder Agreement (incorporated by reference to Exhibit 4.3 of the Issuer's Report on Form F-4/A filed with the Commission on April 1, 2021) 4 First Amendment to the Amended and Restated Shareholders Agreement (incorporated by reference to Exhibit 1.1. of the Issuer's Form 6-K dated April 28, 2022) 5 Second Amendment to the Amended and Restated Shareholder Agreement (incorporated by reference to Exhibit 99.3 of the Issuer's Form 6-K dated September 2, 2022) 6 Lock-Up Agreement (incorporated by reference to Annex D of the Issuer's Report on Form F-4/A filed with the Commission on April 1, 2021) Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 17, 2024 FRED CHANG By: /s/ Fred Chang Fred Chang TEKHILL USA LLC By: /s/ Fred Chang Name: Fred Chang Title: Manager FRED CHANG PARTNERS TRUST By: /s/ Fred Chang Name: Fred Chang Title: Trustee NABAL SPRING, LLC By: /s/ Fred Chang Name: Fred Chang Title: Manager CHANG TRUST 2008 By: /s/ Fred Chang Name: Fred Chang Title: Trustee CHANG 2009 ANNUITY TRUST NO. 1 By: /s/ Fred Chang Name: Fred Chang Title: Trustee CHANG 2009 ANNUITY TRUST NO. 2 By: /s/ Fred Chang Name: Fred Chang Title: Trustee CHANG 2009 ANNUITY TRUST NO. 3 By: /s/ Fred Chang Name: Fred Chang Title: Trustee

View Full Filing

View this SC 13D/A filing on SEC EDGAR