Nature of Business	3 Months Ended
Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Note 1. Nature of Business FG Nexus Inc. (“FG Nexus”, the “Company”, “we”, or “us”), a Nevada corporation, undertook a significant strategic shift during 2025, adopting Ether, the native cryptocurrency of the Ethereum blockchain (“Ether” or “ETH”) as its primary treasury asset. This strategy reflects the Company’s commitment to align the corporate treasury with the future of programmable finance, digital capital markets and decentralized infrastructure. In addition to operating a digital asset treasury, the Company continues to operate its merchant banking business and holds real estate and equity holdings. In April 2026, the Company announced that its Board of Directors (the “Board”) was reviewing potential strategic alternatives to enhance long-term stockholder value and further the Company’s strategic objectives. As part of this review, the Board discussed a potential business combination transaction with FG Communities, Inc. (“FG Communities”) (the “Potential Transaction”) to advance its strategy to become a leader in the tokenization of real-world assets. The Board has established a special committee composed solely of independent directors (the “Special Committee”) to evaluate the Potential Transaction or other strategic alternatives. The Special Committee has retained an independent financial advisor to provide a fairness opinion for the Potential Transaction and to assist in the Board’s evaluation and negotiation of the Potential Transaction. The Company believes this strategy would better align its digital asset platform with a durable, income-producing real estate business that addresses critical housing needs. If the Potential Transaction is completed, the Company expects it would have a material impact on the Company’s future business operations, risks and opportunities, as well as the Company’s overall financial position, results of operations, segment and other financial reporting in future periods. The Board’s discussions with respect to the Potential Transaction are preliminary in nature and no decisions or agreements have been reached. There can be no assurance that the Potential Transaction will be pursued or consummated. Business Segments The Company currently has two primary operating segments, digital assets and merchant banking. Digital Assets and Real World Asset Tokenization Following the private placement in July 2025, the Company transitioned its operations to focus primarily on the tokenization of real-world assets supported by a digital asset treasury model with ETH currently as our initial primary treasury asset. Ethereum is the foundation of digital finance and settlement layer for the majority of stablecoins, Decentralized Finance (DeFi), and tokenized assets. ETH is the native token of the Ethereum network, which we purchased ETH as our initial treasury asset. The Company’s treasury strategy is focused on commercializing and expanding the tokenization of real-world assets, potentially including affordable housing, reinsurance, real estate and other asset classes. The Company’s digital asset portfolio is comprised of a combination of ETH and wrapped staked ETH (“wstETH”). All of the Company’s digital assets are held in custodial accounts. The Company utilizes third-party custodians, including Anchorage Digital Bank N.A (“Anchorage”) and BitGo Trust Company, Inc. (“BitGo”) as well as third-party treasury management services including Galaxy Digital Capital Management LP (“Galaxy Digital”) to facilitate its treasury strategies. Merchant Banking The Company manages its merchant banking and asset management activities through FG Management Solutions LLC (“FGMS”), which provides strategic, administrative, and regulatory support services to newly formed SPACs (our “SPAC Platform”). Additionally, the Company co-founded a partnership, FG Merchant Partners, LP (“FGMP”), to participate as a co-sponsor for newly formed SPACs and other merchant banking clients. The Company’s merchant banking group provides advisory services, facilitates capital formation and allocates capital to equity holdings. In our SPAC Platform, this also includes launching, sponsoring and providing strategic, administrative, and regulatory support services to newly formed SPACs. Our merchant banking division has facilitated the launch of several new companies, including FG Communities, Inc. (“FGC”), a self-managed real estate company focused on a growing portfolio of manufactured housing communities that are owned and operated by FGC, and Craveworthy LLC (“Craveworthy”), an innovative fast casual restaurant platform company. Saltire Holdings Ltd. (“Saltire”), a Canadian public company that allocates capital to equity, debt and/or hybrid securities of high-quality private companies, among others. Other The Company owns real estate in Quebec, Canada that is leased pursuant to a long-term operating lease. Discontinued Operations The Company previously reported managed services and reinsurance as operating segments, both of which were reclassified to discontinued operations during 2025. Discontinued operations are more fully described in Note 4. Recent Developments and Transactions Reverse Stock Split On January 21, 2026, our Board of Directors approved a reverse stock split of the authorized, issued and outstanding shares of our common stock, par value $0.001 per share (the “Common Stock”) at a ratio of one (1)-for-five (5) (the “Reverse Stock Split”). The Reverse Stock Split became effective on February 13, 2026 (the “Effective Date”), at 9:30 a.m., Eastern Time, and our common shares began trading on a split-adjusted basis at the commencement of trading on the same day. No fractional shares were issued in connection with the Reverse Stock Split, rather stockholders who would have otherwise received fractional shares received cash payments in lieu of such fractional shares. After the Reverse Stock Split, we had 6,555,124 shares of Common Stock outstanding. All equity awards outstanding immediately prior to the Reverse Stock Split were adjusted to reflect the Reverse Stock Split. As a result of the Reverse Stock Split, all references to Common Stock in this Annual Report on Form 10-Q (this “Form 10-Q”) have been adjusted to reflect the Reverse Stock Split. Agreement to Sell Reinsurance Business In October 2025, the Company entered into an agreement to sell the remaining portion of its reinsurance business. Pursuant to the agreements, the Company received (1) the release of $3.3 million of collateral that the Company had posted in connection with certain reinsurance contracts; (2) the payment of $1.0 million in cash; and (3) a 40% equity interest in the entity purchasing the reinsurance business. Additionally, pursuant to the agreements, the Company agreed to leave $1.3 million dollars in cash in the reinsurance business in exchange for a promissory note in the amount of $1.3 million that accrues interest at a rate of 6% per annum with all principal and accrued interest due and payable on January 1, 2028. The sale transaction closed in early 2026. See Note 4 for additional details. Letter of Intent to Sell Quebec Real Estate In October 2025, the Company signed a non-binding letter of intent to sell its Quebec property for $15.0 million CAD, or approximately $11.0 million USD. Following repayment of the existing installment loan, the transaction is expected to generate approximately $8.0-$9.0 million USD in net pretax proceeds. The letter of intent does not constitute a binding agreement, and there can be no assurance that a definitive sale agreement will be reached or that the transaction will be completed. The transaction, if completed, is expected to close during the second quarter of 2026, subject to the execution of definitive agreements, completion of due diligence, and satisfaction of customary closing conditions. Asset Transfer and CVR Trust In August 2025, the Company transferred a significant portion of its legacy assets (the “Asset Transfer”) to a trust (the “CVR Trust”) established in connection with the creation of contingent value rights (“CVRs”) for the benefit of the Company’s stockholders as of August 8, 2025. The CVRs represent the contractual right to receive a pro rata portion of the net proceeds received by the CVR Trust upon the future disposition, if any, of the assets transferred to the CVR Trust by the Company.

Nature of Business

3 Months Ended

Mar. 31, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 1. Nature of Business

FG Nexus Inc. (“FG Nexus”, the “Company”, “we”, or “us”), a Nevada corporation, undertook a significant strategic shift during 2025, adopting Ether, the native cryptocurrency of the Ethereum blockchain (“Ether” or “ETH”) as its primary treasury asset. This strategy reflects the Company’s commitment to align the corporate treasury with the future of programmable finance, digital capital markets and decentralized infrastructure. In addition to operating a digital asset treasury, the Company continues to operate its merchant banking business and holds real estate and equity holdings.

In April 2026, the Company announced that its Board of Directors (the “Board”) was reviewing potential strategic alternatives to enhance long-term stockholder value and further the Company’s strategic objectives. As part of this review, the Board discussed a potential business combination transaction with FG Communities, Inc. (“FG Communities”) (the “Potential Transaction”) to advance its strategy to become a leader in the tokenization of real-world assets. The Board has established a special committee composed solely of independent directors (the “Special Committee”) to evaluate the Potential Transaction or other strategic alternatives. The Special Committee has retained an independent financial advisor to provide a fairness opinion for the Potential Transaction and to assist in the Board’s evaluation and negotiation of the Potential Transaction.

The Company believes this strategy would better align its digital asset platform with a durable, income-producing real estate business that addresses critical housing needs. If the Potential Transaction is completed, the Company expects it would have a material impact on the Company’s future business operations, risks and opportunities, as well as the Company’s overall financial position, results of operations, segment and other financial reporting in future periods. The Board’s discussions with respect to the Potential Transaction are preliminary in nature and no decisions or agreements have been reached. There can be no assurance that the Potential Transaction will be pursued or consummated.

Business Segments

The Company currently has two primary operating segments, digital assets and merchant banking.

Digital Assets and Real World Asset Tokenization

Following the private placement in July 2025, the Company transitioned its operations to focus primarily on the tokenization of real-world assets supported by a digital asset treasury model with ETH currently as our initial primary treasury asset. Ethereum is the foundation of digital finance and settlement layer for the majority of stablecoins, Decentralized Finance (DeFi), and tokenized assets. ETH is the native token of the Ethereum network, which we purchased ETH as our initial treasury asset.

The Company’s treasury strategy is focused on commercializing and expanding the tokenization of real-world assets, potentially including affordable housing, reinsurance, real estate and other asset classes. The Company’s digital asset portfolio is comprised of a combination of ETH and wrapped staked ETH (“wstETH”). All of the Company’s digital assets are held in custodial accounts.

The Company utilizes third-party custodians, including Anchorage Digital Bank N.A (“Anchorage”) and BitGo Trust Company, Inc. (“BitGo”) as well as third-party treasury management services including Galaxy Digital Capital Management LP (“Galaxy Digital”) to facilitate its treasury strategies.

Merchant Banking

The Company manages its merchant banking and asset management activities through FG Management Solutions LLC (“FGMS”), which provides strategic, administrative, and regulatory support services to newly formed SPACs (our “SPAC Platform”). Additionally, the Company co-founded a partnership, FG Merchant Partners, LP (“FGMP”), to participate as a co-sponsor for newly formed SPACs and other merchant banking clients.

The Company’s merchant banking group provides advisory services, facilitates capital formation and allocates capital to equity holdings. In our SPAC Platform, this also includes launching, sponsoring and providing strategic, administrative, and regulatory support services to newly formed SPACs. Our merchant banking division has facilitated the launch of several new companies, including FG Communities, Inc. (“FGC”), a self-managed real estate company focused on a growing portfolio of manufactured housing communities that are owned and operated by FGC, and Craveworthy LLC (“Craveworthy”), an innovative fast casual restaurant platform company. Saltire Holdings Ltd. (“Saltire”), a Canadian public company that allocates capital to equity, debt and/or hybrid securities of high-quality private companies, among others.

Other

The Company owns real estate in Quebec, Canada that is leased pursuant to a long-term operating lease.

Discontinued Operations

The Company previously reported managed services and reinsurance as operating segments, both of which were reclassified to discontinued operations during 2025. Discontinued operations are more fully described in Note 4.

Recent Developments and Transactions

Reverse Stock Split

On January 21, 2026, our Board of Directors approved a reverse stock split of the authorized, issued and outstanding shares of our common stock, par value $0.001 per share (the “Common Stock”) at a ratio of one (1)-for-five (5) (the “Reverse Stock Split”). The Reverse Stock Split became effective on February 13, 2026 (the “Effective Date”), at 9:30 a.m., Eastern Time, and our common shares began trading on a split-adjusted basis at the commencement of trading on the same day. No fractional shares were issued in connection with the Reverse Stock Split, rather stockholders who would have otherwise received fractional shares received cash payments in lieu of such fractional shares. After the Reverse Stock Split, we had 6,555,124 shares of Common Stock outstanding. All equity awards outstanding immediately prior to the Reverse Stock Split were adjusted to reflect the Reverse Stock Split. As a result of the Reverse Stock Split, all references to Common Stock in this Annual Report on Form 10-Q (this “Form 10-Q”) have been adjusted to reflect the Reverse Stock Split.

Agreement to Sell Reinsurance Business

In October 2025, the Company entered into an agreement to sell the remaining portion of its reinsurance business. Pursuant to the agreements, the Company received (1) the release of $3.3 million of collateral that the Company had posted in connection with certain reinsurance contracts; (2) the payment of $1.0 million in cash; and (3) a 40% equity interest in the entity purchasing the reinsurance business. Additionally, pursuant to the agreements, the Company agreed to leave $1.3 million dollars in cash in the reinsurance business in exchange for a promissory note in the amount of $1.3 million that accrues interest at a rate of 6% per annum with all principal and accrued interest due and payable on January 1, 2028. The sale transaction closed in early 2026. See Note 4 for additional details.

Letter of Intent to Sell Quebec Real Estate

In October 2025, the Company signed a non-binding letter of intent to sell its Quebec property for $15.0 million CAD, or approximately $11.0 million USD. Following repayment of the existing installment loan, the transaction is expected to generate approximately $8.0-$9.0 million USD in net pretax proceeds. The letter of intent does not constitute a binding agreement, and there can be no assurance that a definitive sale agreement will be reached or that the transaction will be completed. The transaction, if completed, is expected to close during the second quarter of 2026, subject to the execution of definitive agreements, completion of due diligence, and satisfaction of customary closing conditions.

Asset Transfer and CVR Trust

In August 2025, the Company transferred a significant portion of its legacy assets (the “Asset Transfer”) to a trust (the “CVR Trust”) established in connection with the creation of contingent value rights (“CVRs”) for the benefit of the Company’s stockholders as of August 8, 2025. The CVRs represent the contractual right to receive a pro rata portion of the net proceeds received by the CVR Trust upon the future disposition, if any, of the assets transferred to the CVR Trust by the Company.

FG Nexus Inc. 10-Q