Financial Performance - Net sales for the six months ended June 30, 2022, were $890,540, a decrease of 26.2% compared to $1,206,872 for the same period in 2021[6]. - Gross profit for the six months ended June 30, 2022, was $110,771, down 33.6% from $166,926 in the prior year[6]. - The company reported a net loss of $18,869 for the six months ended June 30, 2022, compared to a net income of $21,591 for the same period in 2021[6]. - The company reported a comprehensive loss of $21,311 for the six months ended June 30, 2022, compared to a comprehensive income of $23,148 for the same period in 2021[9]. - Net income for the six months ended June 30, 2022, was a loss of $18.869 million, compared to a net income of $21.591 million for the same period in 2021[16]. - The basic earnings per share for the six months ended June 30, 2022, was $(0.05), while it was $0.06 for the same period in 2021[143]. Assets and Liabilities - Total current assets decreased to $332,571 as of June 30, 2022, from $438,961 as of December 31, 2021, representing a decline of 24.2%[3]. - Total liabilities decreased to $336,152 as of June 30, 2022, from $444,300 as of December 31, 2021, a reduction of 24.4%[3]. - The company’s cash and cash equivalents decreased to $70,069 as of June 30, 2022, from $99,993 as of December 31, 2021, a decline of 30.0%[3]. - The company’s accumulated deficit increased to $33,149 as of June 30, 2022, from $14,280 as of December 31, 2021[3]. - The total stockholders' equity as of June 30, 2022, was $178,753, a decrease from $182,282 as of December 31, 2021[3]. - Total accrued liabilities decreased from $74.7 million as of December 31, 2021, to $50.8 million as of June 30, 2022[96]. Cash Flow - Cash used in operating activities increased to $49.769 million for the six months ended June 30, 2022, compared to $35.438 million for the same period in 2021, reflecting a significant increase in operational cash outflows[16]. - Cash provided by financing activities was $21.959 million for the six months ended June 30, 2022, compared to $12.597 million in the same period of 2021, showing improved financing inflows[16]. - The company reported a beginning cash balance of $104.330 million and an ending cash balance of $71.056 million for the period, indicating a net decrease of $33.274 million[16]. - As of June 30, 2022, the total cash and cash equivalents, including restricted cash, amounted to $71.1 million, a decrease from $104.3 million as of December 31, 2021[37]. Inventory and Receivables - Total inventories amounted to $61.433 million as of June 30, 2022, compared to a negative inventory change of $(28.980) million in the prior year, indicating a substantial increase in inventory levels[16]. - Accounts receivable decreased to $10.183 million as of June 30, 2022, from $23.271 million in the prior year, indicating improved collection or reduced sales[16]. - Amounts receivable related to vendor incentive programs were $31.8 million at June 30, 2022, down from $41.5 million at December 31, 2021[66]. - Accounts receivable from business customers were $19.6 million at June 30, 2022, net of allowances of $1.9 million, compared to $17.6 million at December 31, 2021[38]. Revenue and Sales - The Company primarily generates revenue through product and extended warranty sales, which exceeded 95% of consolidated net sales for the six months ended June 30, 2022[54]. - Net sales in the United States for the six months ended June 30, 2022, were $799.17 million, down 25.0% from $1,064.89 million in 2021[153]. - The Components & Storage product category generated $531.21 million in sales for the six months ended June 30, 2022, a decline of 22.8% from $688.28 million in 2021[156]. - Direct sales revenues accounted for $833.13 million, representing a decrease of 27.4% from $1,146.65 million in the previous year[156]. - Shipping and handling revenue was approximately $8.3 million for the six months ended June 30, 2022, compared to $14.3 million for the same period in 2021[64]. Expenses - Selling, general, and administrative expenses for the six months ended June 30, 2022, were $138,996, slightly down from $144,463 in the same period of 2021[6]. - Stock-based compensation expenses rose significantly to $16.143 million in the first half of 2022, compared to $1.569 million in the same period of 2021, reflecting increased compensation costs[16]. - Advertising and promotional expenses were $8.6 million for the six months ended June 30, 2022, down from $15.3 million in 2021[69]. - The Company incurred shipping and handling costs of approximately $22.7 million for the six months ended June 30, 2022, compared to $35.4 million in 2021[64]. Tax and Legal Matters - The Company's effective tax rate for the six months ended June 30, 2022, was 16.2%, up from 10.0% in the same period of 2021, primarily due to foreign tax rate differentials and nondeductible expenses[120]. - The Company is currently involved in legal proceedings that may materially affect its financial position, but it does not believe a loss is probable or reasonably estimable[148]. Stock and Equity - The Company has 373,184,325 shares of common stock issued and outstanding as of June 30, 2022, an increase from 369,718,680 shares as of December 31, 2021[122]. - The fair value of outstanding warrants decreased from $10.37 per share on December 31, 2021, to $3.68 per share on June 30, 2022, indicating a significant decline in market value[124]. - The Company granted 7,040,998 restricted stock units (RSUs) during the year ended December 31, 2021, with 6,501,528 RSUs unvested as of June 30, 2022[138]. - The total intrinsic value of stock options exercised during the six months ended June 30, 2022, was $17.5 million, compared to $0 for the same period in 2021[135].

Business Performance - Newegg Commerce, Inc. processed over 176 million orders and recognized GMV of approximately $39 billion since 2005, with 3.5 million buyers purchasing over 675,000 items in 2021 [172]. - In 2021, Newegg's Marketplace business generated $742.4 million in gross merchandise value from approximately 1.7 million active customers [178]. - The B2B operations generated GMV of $537.6 million in 2021, up from $349.8 million in 2020, indicating significant growth in the business segment [203]. - As of December 31, 2021, the B2C operations generated GMV of $2.4 billion, compared to $2.3 billion in 2020, reflecting a steady increase in consumer sales [202]. - Newegg's GMV for 2021 was $3.03 billion, with direct sales revenues contributing $2.24 billion, accounting for 94.4% of total net sales [303][305]. - Newegg Marketplace generated GMV of $742.4 million in 2021, representing approximately 24.5% of total GMV, and net sales of $63.5 million, accounting for 2.7% of total net sales [295][305]. - Total visits to Newegg's online platforms decreased to 305.1 million in 2021 from 382.2 million in 2020, while the number of customers increased to 40.3 million [290][289]. - The average order value increased to $442 in 2021, up from $301 in 2020 [290]. - Newegg's repeat purchase rate was 31.9% in 2021, a decrease from 32.5% in 2020 [290]. Customer Engagement and Satisfaction - Newegg's Net Promoter Score is 79%, indicating strong customer satisfaction compared to competitors like Amazon and BestBuy [186]. - The company aims to increase customer retention and repeat purchase rates through enhanced customer engagement and marketing strategies [195]. - Newegg has been recognized as the No. 1 "Electronics Online Marketplaces" by Web Retailer in 2021, with 32.6 million visits per month [278]. Product Offering and Expansion - As of December 31, 2021, Newegg had over 3.5 million active customers and offered approximately 38.7 million SKUs across 1,808 categories [176]. - The company plans to introduce new product categories including 3D printers, IoT devices, and automotive accessories to expand its product assortment [190]. - Private label products represented 7.6% of total GMV in 2021, up from 2.6% in 2020, indicating growth in this segment [192]. - The company intends to expand its Rosewill brand offerings in categories such as DIY components, gaming accessories, and IoT devices, aiming for strong growth potential and higher margins [193]. - The company has established partnerships with over 3,250 brand partners, featuring products from well-known brands like AMD, Intel, and Microsoft [179]. - The company sourced merchandise from at least 3,250 brand partners, including major tech brands like AMD, Intel, and Samsung, ensuring competitive pricing and access to sought-after products [280]. Logistics and Fulfillment - Newegg's logistics network achieved over 99.9% average accuracy rate for orders directly fulfilled, with a 98.9% one-business day fulfillment rate in the U.S. and Canada [176]. - The company fulfilled over 27,962 parcels per day on average with a fulfillment accuracy rate of over 99.9% as of December 31, 2021 [231]. - The company operated nine fulfillment centers covering more than 2 million square feet as of December 31, 2021, enabling it to reach approximately 96% of the North American population in two business days [231]. - Virtual fulfillment accounted for approximately 6.1% of direct sales for the year ended December 31, 2021, broadening product assortment [231]. Financial Performance - Net sales increased by 12.4% from $2,114.9 million in 2020 to $2,376.2 million in 2021, driven by growth in GMV from direct sales and marketplace businesses [314]. - Cost of sales rose by 11.4% from $1,841.2 million in 2020 to $2,050.2 million in 2021, reflecting the increase in net sales [317]. - Gross profit increased by 19.1% from $273.7 million in 2020 to $326.0 million in 2021, with a profit margin improvement to 13.7% from 12.9% [317]. - Net income for 2021 was $36.3 million, up from $30.4 million in 2020, attributed to increased net sales and improved gross margin [325]. Marketing and Customer Acquisition - The company aims to enhance its brand recognition through marketing campaigns across online and offline channels to drive growth [189]. - In 2021, 84% of the company's traffic was free, compared to 79% in 2020, indicating a significant increase in organic customer acquisition [242]. - The company's spending on paid search engine marketing represented approximately 68% of total marketing spending for the year ended December 31, 2021 [244]. Technology and Infrastructure - The company has a technology infrastructure capable of processing up to 0.75 million orders per day and supporting over 130 million page views daily [250]. - The global research and development team consists of more than 600 IT professionals and engineers focused on innovation and platform upgrades [253]. - The company maintains approximately 1,500 servers and 300 network devices across its data centers to ensure redundancy and reliability [250]. Compliance and Risk Management - The company has implemented a zero-tolerance policy on counterfeit products, ensuring compliance among Marketplace sellers [236]. - The company has adopted a detailed privacy policy to protect customer data and requires user acknowledgment upon registration [255]. - The company recognizes vendor incentives as an offset to marketing expenses or as a reduction of cost of sales, depending on the nature of the reimbursement [364]. Future Outlook - The company intends to pursue strategic partnerships and acquisitions, particularly focusing on expanding its presence in Southeast Asia [198]. - The company plans to finance future working capital requirements through cash generated from operations and financing activities, but may seek additional financing if necessary [346].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ OR ☐ SHELL COMPANY REPORT PURSUANT ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018 OR ☐ TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of e ...