- Fundamental Global plans to raise $5 billion to buy Ethereum and support business operations
- The company filed with the SEC to offer securities over time based on market conditions and investor demand.
- Most funds will go to Ethereum while the rest will cover general expenses and working capital.
Fundamental Global Inc. (FGF) submitted an S-3 registration statement with the U.S. Securities and Exchange Commission. The company included both a base prospectus and an at-the-market (ATM) prospectus. The filing allows FGF to issue common stock, preferred stock, debt securities, warrants, or units.
These offerings may happen in one or more tranches depending on future market conditions. An agreement with ThinkEquity, LLC will oversee ATM offerings of up to $4 billion in common stock. If the ATM route is unused, the full $5 billion can be offered through other methods. Each offering will include a separate prospectus supplement.
Flexible Offering Structure Under New Agreement
FGF plans to issue securities in multiple tranches, adjusting size, pricing, and terms based on market conditions. The filing includes a base prospectus and an at-the-market (ATM) prospectus for issuing up to $4 billion in common stock. These offerings will be managed under a new agreement with ThinkEquity, LLC.
The company may sell shares gradually or in one or more offerings depending on demand and market dynamics. If no shares are sold through the ATM offering, FGF can raise the full $5 billion through other means.
Ethereum Acquisition and Capital Allocation
The company disclosed that the bulk of the raised capital will be used to acquire Ethereum directly. This strategy allows FGF to benefit from potential price appreciation and broader blockchain adoption. Investors interested in digital asset growth might find this approach appealing.
The rest of the capital will be used to cover general business costs, operations and working capital. The filing did not offer a timeline on Ethereum purchases or any partnerships regarding the crypto strategy. This will be a balanced practice between digital asset innovation and the daily financial needs.
Regulatory Compliance and Market Value Limits
FGF emphasized compliance with SEC guidelines, including General Instruction I.B.6 of Form S-3 regulations. Under this rule, primary offerings cannot exceed $10.67 million within 12 months because FGF’s public float is below $75 million.
As of August 4, FGF’s public float was approximately $32 million, based on 835,881 non-affiliate shares priced at $38.30 each. If this market value rises above $75 million, the company may remove the one-third offering limit.
The Nasdaq-listed shares trade under symbols ‘FGF’ for common stock and ‘FGFPP’ for Series A preferred stock. The company also stated that all offerings are subject to risk factors detailed in the filing.
