144 1 j913211f144.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES

PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

 

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SEC USE ONLY
DOCUMENT SEQUENCE NO.
 
CUSIP NUMBER
ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. 

  
1 (a) NAME OF ISSUER (Please type or print) (b) IRS IDENT. NO. (c) S.E.C. FILE NO. WORK LOCATION

Newegg Commerce, Inc.

98-1608057

 001-34661  
1 (d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE (e) TELEPHONE NO.
            AREA CODE NUMBER
 17560 Rowland Street City of Industry  CA

91748

 626 271-9700
2 (a)

NAME OF PERSON FOR WHOSE ACCOUNT THE
SECURITIES ARE TO BE SOLD

     (b) RELATIONSHIP  TO ISSUER (c) ADDRESS STREET CITY STATE ZIP CODE
Tekhill USA LLC/Fred Chang (beneficial owner)   Director, 5% beneficial owner

c/o Newegg Commerce, Inc., 17560 Rowland Street

 City of Industry CA

91748

                                       

INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

 

3 (a) (b) SEC USE ONLY (c) (d) (e) (f) (g)
Title of the
Class of
Securities To
Be Sold		 Name and Address of Each Broker
Through Whom the Securities are to be
Offered or Each Market Maker who is
Acquiring the Securities		 Broker-Dealer
File Number		 Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))		 Aggregate
Market
Value
(See instr. 3(d))		 Number of Shares
or Other Units
Outstanding
(See instr. 3(e))		 Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)		 Name of Each
Securities
Exchange
(See instr. 3(g))

Common Shares

UBS Financial Services

555 California St, Suite 4650

San Francisco, CA 94104

   337,000 $5,961,530 368,298,862

9/14/2021 to

9/24/2021

 NASDAQ
               
               
               

INSTRUCTIONS:

1. (a) Name of issuer 3. (a) Title of the class of securities to be sold
  (b) Issuer’s I.R.S. Identification Number   (b) Name and address of each broker through whom the securities are intended to be sold
  (c) Issuer’s S.E.C. file number, if any   (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
  (d) Issuer’s address, including zip code   (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
  (e) Issuer’s telephone number, including area code   (e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
        (f) Approximate date on which the securities are to be sold
2. (a) Name of person for whose account the securities are to be sold   (g) Name of each securities exchange, if any, on which the securities are intended to be sold
  (b) Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)      
  (c) Such person’s address, including zip code      

 

  Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.		  

   

  SEC 1147 (08-07)
 

 

TABLE I –– SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of
the Class		 Date you
Acquired		 Nature of Acquisition Transaction Name of Person from Whom Acquired
(If gift, also give date donor acquired)		 Amount of
Securities Acquired		 Date of
Payment		 Nature of Payment
Common  Stock 5/19/2021 Exchange of shares previously held in Newegg, Inc. for shares of the Issuer, pursuant to the Agreement and Plan of Merger and Reorganization among Newegg, Inc., a Delaware corporation, and Lightning Delaware Sub, Inc., a Delaware corporation dated October 23, 2020. Such shares of Issuer were registered on Form F-4. Issuer 337,000 5/19/2021 Each share of Newegg, Inc. was exchanged for 5.8417 common shares of the Issuer
     
INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.  

 

TABLE II –– SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Name  and Address of Seller Title of Securities Sold Date of Sale Amount of
Securities Sold		 Gross Proceeds

None

        
         
         
         

 

REMARKS :

 

 

INSTRUCTIONS:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice

   ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

 

September 13, 2021   /s/ Fred Chang
DATE OF NOTICE   (SIGNATURE)

 

   

DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,

IF RELYING ON RULE 10B5-1

 The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.

 

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

 

SEC 1147 (02-08)