FG Nexus (FGNX) Registration Filing summary

Company overview and business model

• Operates as a holding company with segments in digital assets, merchant banking, reinsurance, and managed services.

• Recently adopted an Ethereum (ETH) treasury strategy, aiming to accumulate ETH as a long-term reserve asset and engage in staking and DeFi activities.

• Merchant banking activities include SPAC sponsorship and asset management, as well as launching new ventures in real estate and restaurants.

• Reinsurance is provided through a Cayman Islands subsidiary with six active contracts as of June 2025.

• Managed services are delivered via a subsidiary serving the entertainment industry nationwide.

Financial performance and metrics

• Completed a $200 million PIPE offering in August 2025, with net proceeds of approximately $193 million, primarily to fund the ETH treasury strategy.

• As of August 4, 2025, the aggregate market value of common stock held by non-affiliates was $32,014,242, with 1,328,554 shares outstanding.

Use of proceeds and capital allocation

• Substantially all proceeds from the offering will be used to acquire ETH, with additional funds allocated to working capital, general corporate purposes, and operating expenses.

• Proceeds from the PIPE offering are designated for cryptocurrency acquisition, treasury operations, and related transaction costs.