FG Nexus (FGNX) Registration filing summary

Company overview and business model

• Operates as a holding company with two main segments: digital assets (primarily ETH) and merchant banking, including SPAC sponsorship and real estate ventures.

• Transitioned in 2025 to focus on ETH treasury and tokenization of real-world assets, with a portfolio including ETH and wrapped staked ETH.

• Utilizes third-party custodians (Anchorage, BitGo) and Galaxy Digital for treasury management and yield strategies.

• Merchant banking supports SPACs and has launched companies in real estate and fast-casual dining.

• Discontinued reinsurance and entertainment businesses, transferring legacy assets to a CVR Trust for stockholder benefit.

Financial performance and metrics

• As of December 31, 2025, held 40,093 ETH valued at $119.4 million; as of March 23, 2026, digital asset portfolio valued at $64.6 million.

• Private placement in July 2025 raised $176 million in cash and $24 million in crypto, all pre-funded warrants converted to common stock by year-end 2025.

• Repurchased 25.8% of common stock and 22.6% of Series A Preferred Stock outstanding prior to repurchase programs, totaling $34.9 million and $5 million respectively by March 23, 2026.

Use of proceeds and capital allocation

• Proceeds from offerings will fund digital assets and merchant banking segments, general corporate purposes, loan repayment, working capital, operating expenses, and share repurchases.

• Capital allocation includes investments in companies, real estate, and potential M&A, with no diversification requirements.