TLDR
- FGF plans $5B securities offer to buy Ethereum, shares jump after-hours
- Fundamental Global eyes Ethereum pivot with massive $5B SEC filing
- FGF reveals $5B crypto plan; targets Ethereum, stock surges post-close
- FGF files to raise $5B, with bulk set for Ethereum buys, stock climbs
- FGF pivots to crypto with $5B offer, eyes ETH, shares rise in after-hours
Fundamental Global Inc. (FGF) shares surged in after-hours trading after a major securities filing revealed aggressive cryptocurrency plans. The Nasdaq-listed company closed at $36.17 on August 7, marking a 1.44% drop during the day. However, it jumped to $37.53 after-hours, rising 3.76% following its announcement.
The company submitted an S-3 registration to the U.S. SEC to offer up to $5 billion in securities. The bulk of proceeds will go toward acquiring Ethereum (ETH), while the remainder will support corporate and operational needs. This marks a bold shift into digital assets by a traditionally non-crypto public firm.
$5 Billion Securities Offering Sets Stage for Ethereum Strategy
FGF aims to issue securities in multiple tranches, with flexibility in size, pricing, and terms as per future conditions. The filing includes a base prospectus and an at-the-market (ATM) prospectus for issuing common stock worth up to $4 billion. These offerings will be conducted under a new agreement with ThinkEquity, LLC.
The company may sell shares over time or in one or more offerings, depending on market dynamics. If no shares are sold under the ATM agreement, the full $5 billion can be offered through other avenues. All sales will be compliant with U.S. SEC guidelines and depend on updated market value thresholds.
Nasdaq-listed Fundamental Global Inc. has filed an S-3 registration statement with the U.S. Securities and Exchange Commission to offer up to $5 billion of securities in multiple tranches. The company plans to use the majority of net proceeds from the common stock offering to…
— Wu Blockchain (@WuBlockchain) August 7, 2025
The base prospectus enables FGF to offer common stock, preferred shares, debt securities, units, or warrants as needed. Each offering will be supported by a dedicated supplement detailing the specifics. The firm will determine pricing and structure at the time of each offering, based on prevailing conditions.
Ethereum Emerges as Core Target of Fund Allocation
FGF disclosed that most of the raised capital will fund direct Ethereum acquisitions. This move positions the company to benefit from ETH price movements and blockchain adoption trends. It may also appeal to shareholders seeking growth via digital assets.
The rest of the funds will be allocated to operating costs, working capital and general business purposes. This dual approach balances innovation with day-to-day financial needs. The filing did not specify a timeline for Ethereum purchases or partnership arrangements.
The SEC filing outlines flexibility in how unsold shares from one prospectus may roll into other offerings. This ensures maximum utilization of the $5 billion limit across various instruments. The inclusion of Ethereum as a significant target underscores the company’s evolving strategic direction.
FGF’s Market Cap Constraints and Future Capacity
The company clarified that it will abide by the SEC’s General Instruction I.B.6 of Form S-3 regulations during the initial phases. Under this rule, it may not exceed $10.67 million in primary offerings within 12 months. This is because the aggregate market value of non-affiliate shares is below the $75 million threshold.
As of August 4, FGF’s public float stood at $32 million, based on 835,881 non-affiliate shares at $38.30 each. Should this value rise above $75 million, the firm could lift the one-third limit on offerings. FGF’s Nasdaq-listed shares trade under the symbols “FGF” and “FGFPP” for its Series A preferred stock. The company warned that all offerings will be subject to risk factors highlighted in its filing. This aggressive capital raise signals a transformative play in the crypto-financial space.
