Sec Form 13D Filing - Tekhill USA LLC filing for - 2025-10-17

The address of the principal place of business for each Reporting Person is c/o 21688 Gateway Center Dr., Suite 300, Diamond Bar, California 91765.

Tekhill and Nabal Spring are investment holding companies that are wholly owned by Mr. Chang. The address of the Issuer is 21688 Gateway Center Drive, Suite 300, Diamond Bar, CA 91765. The address of Tekhill and Nabal Spring is 21688 Gateway Center Dr., Suite 300, Diamond Bar, California 91748. Mr. Chang previously was a member of the Board of Directors of the Issuer, but he resigned such position on July 8, 2025. He has requested to be reappointed to the Board on October 14, 2025.

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 laws.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Mr. Chang is citizen of the United States. Tekhill and Nabal Spring are California limited liability companies.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
 
 As of February 11, 2025, all shares previously held by Fred Chang Partners Trust, Chang Trust 2008, Chang 2009 Annuity Trust No. 1, Chang 2009 Annuity Trust No. 2, and Chang 2009 Annuity Trust No. 3 were transferred to Tekhill USA LLC. 
 
 As discussed in greater detail under Item 6, as of September 5, 2025, East West Bank exercised its rights under that certain Loan and Pledge Agreement, dated March 23, 2022, as amended ("East West Loan Agreement") with Tekhill, to foreclose on 762,408 Common Shares held by Tekhill. East West Bank 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.
 
 Between January 1, 2025 and September 30, 2025, Tekhill sold a total of 965,956 shares on the open market pursuant to Rule 144 of the Securities Act of 1933 ("Rule 144").
 
 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 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 or facilitate sales.
 
 Subject to the foregoing, none of the Reporting Persons have any current plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

The percentages used in this Schedule 13D are based on 20,478,394 common shares outstanding as of August 19, 2025, as reported in the Issuer's Report on Form 6-K, filed by the Issuer with the Securities and Exchange Commission on August 19, 2025, adjusted for the 1 for 20 stock combination effected April 7, 2025
 See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares and percentage of the shares beneficially owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.

During the period between September 16, 2025 and September 30, 2025, Tekhill sold a total of 250,000 shares of common stock, on the Nasdaq Stock Market at available market prices pursuant to the Rule 144. Aggregate proceeds from sales during this period were approximately $10,810,029.87.
 
 As discussed in greater detail below under Item 6, as of September 5, 2025, East West Bank exercised its rights under the East West Loan Agreement to foreclose on 762,408 Common Shares held by Tekhill and sold these shares on the open market. 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. 
 
 Except as described herein, the Reporting Persons have not effected any transaction in the shares of common stock during the past 60 days.

Except as described herein, no person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of common stock beneficially owned by the Reporting Persons.

Not applicable.

There are no updates to the previous disclosures with respect to Item 6 except as set forth below.
 
 
 Mr. Chang is the "Minority Representative" under the Amended and Restated Memorandum and Articles of Association ("Articles") of the Issuer, which gives Mr. Chang the power to appoint and replace up to two members of the Board of Directors of the Issuer, of each of the Issuer's subsidiaries, and of each committee of any such board. The Amended and Restated Articles of Association is included as Exhibit 2 to this Schedule 13D. Mr. Chang was previously one of these Board appointees, but resigned from the Board effective July 8, 2025. The current appointees are Richard Weil and Gregory Moore, but on October 14, 2025, Mr. Chang requested to remove Mr. Moore as a director of the Issuer, and to replace Mr. Moore with himself, and resume his position as the Primary Minority Board Appointee under the Articles.
 
 Mr. Chang has entered into an Amended and Restated Shareholder Agreement with the Issuer and other shareholders of the Issuer, which became effective on May 19, 2021 (the "Shareholders Agreement"). 
 
 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 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 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 August 13, 2025, the Issuer, Mr. Chang, and other Issuer shareholders entered into a third amendment (the "Third Amendment") to the Shareholders Agreement. The Third Amendment limited the ROFR Right in Section 1.03 to 64.72% 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, whereby the Borrower agreed to pledge certain shares of Newegg Commerce, Inc. As a result of certain defaults under the East West Bank Loan Agreement, 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 Borrower under the East West Bank Loan Agreement was fully paid-off on September 10, 2025. The East West Loan Agreement is now terminated and East West Bank no longer has any security interest in the shares held by the Reporting Persons.
 
 
 The description of the First Amendment, Second Amendment and Third Amendment is qualified in its entirety by the actual terms of thereof, which are included as exhibits hereto and incorporated by reference.

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 Exhibit 1.1 of the Issuer's Form 6-K dated April 7, 2025)
 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 Third Amendment to the Amended and Restated Shareholder Agreement (incorporated by reference to Exhibit 99.1 of the Issuer's Form 6-K dated August 15, 2025)