FG Nexus Inc美国招股说明书（2026年4月10日版）

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 of 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 supplement 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. No INVESTINGIN OUR SECURITIES INVOLVES RISKS.WE STRONGLY RECOMMEND THAT YOU READCAREFULLY THE RISKS WE DESCRIBE IN THIS PROSPECTUS AND IN ANY ACCOMPANYING 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. This 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 is The date of this prospectus is April 10, 2026 TABLE OF CONTENTSABOUT 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 this We have not authorized any other person to provide you with any information or to make any representations other than thosecontained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us orto which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is notpermitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to thisprospectus is accurate only as of the date on its cover, that the information appearing in any applicable free writing prospectus isaccurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as ofthe date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results ofoperations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectussupplement or free writing prospectus may contain and incorporate by