FG Nexus Inc美股招股说明书(2026-04-10版)

$5,000,000,000FG Nexus Inc.Common StockPreferred StockDepositary SharesDebt SecuritiesWarrantsUnits We may from time to time offer up to $5,000,000,000 of the securities listed above in one or more offerings in amounts, at prices andon terms determined at the time of such offering or offerings. When we use the term “securities” in this prospectus, we mean any ofthe securities we may offer with this prospectus, unless we say otherwise. This prospectus provides you with a general description of the securities and the general manner in which such securities may beoffered. The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in asupplement to this prospectus or incorporated into this prospectus by reference. You should read this prospectus and any supplementcarefully before you invest. Each prospectus supplement will indicate if the securities offered thereby will be listed or quoted on asecurities exchange or quotation system. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or moreunderwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers oragents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discountarrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectussupplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. Nosecurities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and termsof the offering of such securities. INVESTINGIN OUR SECURITIES INVOLVES RISKS.WE STRONGLY RECOMMEND THAT YOU READCAREFULLY THE RISKS WE DESCRIBE IN THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUSSUPPLEMENT, AS WELL AS THE RISK FACTORS THAT ARE INCORPORATED BY REFERENCE INTO THISPROSPECTUS FROM OUR FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION. SEE “RISKFACTORS” ON PAGE 9 OF THIS PROSPECTUS. On February 13, 2026 we effected a 1-for-5 reverse split of our Common Stock (the “Reverse Stock Split”). Except as otherwiseindicated herein, all share information in this prospectus has been adjusted to reflect the Reverse Stock Split. Our common stock is listed on the Nasdaq Global Market (“NASDAQ”) under the symbol “FGNX.” On April 9, 2026, the lastreported sale price of our common stock was $5.75 per share. You should carefully read this prospectus, any applicable prospectus supplement and the information described under the headings“Where You Can Find More Information” and “Incorporation by Reference” before you invest in any of these securities. Thisprospectus may not be used to sell securities in a primary offering by us unless it is accompanied by a prospectus supplement thatdescribes the securities being offered. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved thesecurities we may be offering or determined that this prospectus is accurate or complete. Any representation to the contrary isa criminal offense. The date of this prospectus is April 10, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2FG NEXUS INC.3RISK FACTORS9USE OF PROCEEDS22DESCRIPTION OF CAPITAL STOCK23DESCRIPTION OF DEPOSITARY SHARES31DESCRIPTION OF DEBT SECURITIES32DESCRIPTION OF WARRANTS39DESCRIPTION OF UNITS40PLAN OF DISTRIBUTION41LEGAL MATTERS43EXPERTS43INCORPORATION BY REFERENCE44i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, usinga “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or moreofferings up to a total dollar amount of $5.0 billion as described in this prospectus. Each time that we offer and sell securities, we willprovide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold andthe specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may containmaterial information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or changeinformation contained in this prospectus with respect to that offering. If there is any inconsistency between the information in thisprospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or freewriting prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicableprospectus supplement (and any applicable free writing