Nasdaq’s Fundamental Global Targets ETH in $5 Billion Securities Filing

Fundamental Global filed an S-3 form to raise $5 billion through multiple securities offerings listed on the Nasdaq Global Market.

The majority of the net proceeds will be used to acquire Ethereum (ETH), positioning it as a core treasury reserve asset.

Under current regulations, only $10.67 million of securities can be sold until the non-affiliate market value exceeds $75 million.

Fundamental Global Inc., a Nasdaq-listed company, has filed to raise up to $5 billion in securities, with most of the funds earmarked for Ethereum (ETH) purchases.

$5 Billion Shelf Offering Filed with SEC

Fundamental Global submitted a shelf registration on Form S-3 to the U.S. Securities and Exchange Commission (SEC), seeking to raise up to $5 billion. The securities may be offered in one or more tranches, including common stock and preferred shares. Specific offering terms will be disclosed in supplements to the prospectus.

According to the filing, most of the proceeds from the offerings will be used to acquire Ethereum (ETH) as part of the company’s treasury strategy. The remainder will support general corporate purposes, working capital, and operating expenses.

The company’s common stock trades under the ticker “FGF” and its Series A preferred shares under “FGFPP” on the Nasdaq Global Market. As of August 4, 2025, Fundamental Global’s common stock last traded at $37.82.

Ethereum Targeted as Primary Treasury Asset

In a strategic shift, Fundamental Global has declared Ethereum as a core asset for its treasury reserves. This positions ETH similarly to how some companies have previously treated Bitcoin. The company emphasized that the majority of net proceeds from its future offerings would be allocated toward ETH acquisition.

The registration also states that securities may be sold through underwriters, dealers, agents, or directly to investors. The company has clarified that no offering will proceed without the delivery of an applicable prospectus supplement detailing the method and terms.

This move aligns with an increasing interest among public companies to integrate crypto-assets into their financial frameworks. Ethereum’s role in decentralized applications and Web3 appears to be a key factor in this decision.

Market Value Limits the Initial Sale Amount

Despite the $5 billion shelf filing, the current market conditions limit how much the company can sell immediately. Under General Instruction I.B.6 of Form S-3, the firm can offer only up to one-third of the market value of its non-affiliate shares within a 12-month period.

As of August 4, 2025, Fundamental Global had 835,881 shares held by non-affiliates, valuing them at $32 million. This allows for a maximum initial offering of approximately $10.67 million in securities.

The company stated that it had not previously sold securities under this rule during the past year. Once the market value of non-affiliate shares surpasses $75 million, the one-third restriction will be lifted for future sales.

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