FG
NEXUS INC.
f/k/a
FUNDAMENTAL GLOBAL INC.
6408
Bannington Road
Charlotte,
NC 28226
September
5, 2025
Via
EDGAR Transmission
United
States Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549-6010
| Re: |
[FG
Nexus, Inc. f/k/a] Fundamental Global, Inc. |
| |
Request
to Withdraw Registration Statement on Form S-3 (File No. 333-289374) |
Ladies
and Gentlemen:
FG
Nexus Inc. f/k/a Fundamental Global Inc., a Nevada corporation (the “Company”), filed a Registration Statement
on Form S-3 (File No. 333-289374 on August 7, 2025 (such registration statement, as amended, the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”). The Registration Statement is still under review by
the Commission
Pursuant
to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby respectfully requests
that the Commission consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the
Registration Statement together with all exhibits thereto. As of September 5, 2025, the Company qualifies as a WKSI, and the Company
plans to file an automatic shelf registration statement on Form S-3ASR that will include a prospectus supplement for an at-the-market
offering (“ASR Form S-3”).
It
is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date that it
is filed with the Commission unless, within fifteen days after such date, the Company receives notice from the Commission that this application
will not be granted.
The
Company acknowledges that no refund will be made for fees paid to the Commission in connection with filing the Registration Statement.
However, the Company respectfully requests that all fees paid to the Commission in connection with the filing of the Registration Statement
be credited to the ASR Form S-3.
We
would be grateful if you could please send copies of the written order granting withdrawal of the Registration Statement to Kyle Cerminara,
Chairman, FG Nexus Inc., 6408 Bannington Road, Charlotte, NC, 28226 (Email: kyle@fgnexus.io), with a copy to James A. Prestiano, Esq.,
Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154 (jprestiano@loeb.com).
Please
do not hesitate to contact James A. Prestiano, Esq. at 212.407.4831 if you have any questions regarding the foregoing or if we can provide
any additional information.
| |
Very
truly yours, |
| |
|
|
| |
By: |
/s
Kyle Cerminara |
| |
Name: |
Kyle
Cerminara |
| |
Title: |
Executive
Chairman |
cc
James A. Prestiano, Esq., Loeb & Loeb LLP
