- Fundamental Global Inc. filed to raise up to $5B through securities offerings, with most funds earmarked for direct Ethereum acquisitions.
- The offering is structured for flexibility across multiple instruments and tranches, but SEC rules limit near-term raises due to the company’s current market cap.
- Shares rose nearly 4% after-hours on the announcement, signaling investor interest in FGF’s strategic pivot toward crypto assets.
Fundamental Global Inc. (FGF) just dropped a bombshell SEC filing that sent its stock climbing after hours. The Nasdaq-listed firm closed the regular session down 1.44% at $36.17, but once the news hit? Shares jumped to $37.53—up nearly 4% in the late session. The reason: a massive $5 billion securities plan, most of it aimed squarely at buying Ethereum.
This isn’t some tiny crypto flirtation. It’s a full-on pivot from a traditionally non-crypto public company into the digital asset arena—Ethereum front and center.
$5B Securities Offering—Flexible, Layered, and ETH-Focused
The filing outlines an S-3 registration with the SEC to raise up to $5B in various securities. The setup is intentionally flexible: multiple tranches, different instruments, changing terms depending on market conditions. The base prospectus alone lets them issue common or preferred stock, debt, units, or warrants. On top of that, they’ve lined up an at-the-market (ATM) agreement with ThinkEquity, LLC for as much as $4B in common stock.
If the ATM route doesn’t see action, the entire $5B can still be moved through other offerings. Every sale will fall under SEC guidelines—and they’ll decide pricing and structure when the time’s right.
Most of that money? Heading straight into Ethereum acquisitions. The rest will cover operations, working capital, and other general corporate needs. No set purchase timeline yet, but the intention is clear: FGF wants a big ETH bag.
Why Ethereum, Why Now?
FGF’s move positions it to ride Ethereum’s price action and its expanding role in blockchain adoption. This isn’t about dabbling—it’s a strategic alignment with one of crypto’s most established networks. For investors looking for a publicly traded way to gain ETH exposure, that could be a big draw.
The filing also leaves room to roll unsold shares from one offering into another, making sure no part of that $5B cap goes unused. It’s an aggressive, opportunistic structure—exactly what you’d expect from a company making a sharp strategic turn.
The Catch—Market Cap Rules in Play
There’s a small wrinkle. Under SEC rules (General Instruction I.B.6 of Form S-3), because FGF’s public float is currently under $75M, they can’t raise more than about $10.67M in primary offerings over 12 months. That limit would lift if their market value climbs past that $75M threshold.
Right now, FGF’s float is roughly $32M—based on 835,881 non-affiliate shares at $38.30. If that number grows, so does their capacity to move on this plan faster.
For now, the market seems to like the ambition. FGF’s pivot into Ethereum could be risky, sure, but it’s also a signal: they’re betting the next big chapter of their business will be written on-chain.
