Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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FG Nexus Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
30329Y304 (CUSIP Number) |
09/05/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 30329Y304 |
| 1 | Names of Reporting Persons
Syncracy Operational Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,008,220.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, IA |
SCHEDULE 13G
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| CUSIP No. | 30329Y304 |
| 1 | Names of Reporting Persons
Syncracy Fund Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,008,220.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, IA |
SCHEDULE 13G
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| CUSIP No. | 30329Y304 |
| 1 | Names of Reporting Persons
Daniel Cheung | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,008,220.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 30329Y304 |
| 1 | Names of Reporting Persons
Ryan Watkins | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,008,220.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
FG Nexus Inc. | |
| (b) | Address of issuer's principal executive offices:
6408 BANNINGTON ROAD, 6408 BANNINGTON ROAD, CHARLOTTE, NORTH CAROLINA, 28226. | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Syncracy Fund Management LLC, a Delaware limited liability company, which serves as the General Partner of Syncracy Master Fund I, Ltd. a Cayman Islands exempted company (the Fund), with respect to the shares of common stock of FG Nexus Inc. (the Company) held by the Fund; (ii) Syncracy Operational Management LLC, a Delaware limited liability company, which serves as the investment manager to the Fund pursuant to an investment management agreement with Syncracy Fund Management LLC; and (iii) Ryan Watkins and Daniel Cheung, each a Managing Member of Syncracy Fund Management LLC, with respect to the shares of common stock of the Company held by the Fund. Each of the foregoing is referred to as a Reporting Person, and collectively as the Reporting Persons. Each Reporting Person may be deemed to share beneficial ownership of the securities reported herein, but disclaims beneficial ownership of any such securities except to the extent of its or his pecuniary interest therein. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of Syncracy Operational Management, LLC, Syncracy Fund Management LLC, Daniel Cheung and Ryan Watkins is 99 Hudson Street, New York, NY, 10013. | |
| (c) | Citizenship:
Syncracy Operation Management LLC and Syncracy Fund Management LLC are Delaware limited liability companies. Daniel Cheung is a Canadian citizen and Ryan Watkins is a United States citizen. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
30329Y304 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. This Schedule 13G amendment is being filed to amend and restate the beneficial ownership information contained in the Schedule 13G filed on October 23, 2025 (the Original Schedule 13G'). The Reporting Persons' beneficial ownership decreased to below 5 percent of the issuer's outstanding Common Stock on November 18, 2025. The beneficial ownership reported herein is calculated using the number of shares of Common Stock outstanding as disclosed in the issuer's Form 10-Q as of September 30, 2025, filed on November 14, 2025, which reported 39,574,350 shares outstanding as of November 12, 2025. Syncracy Fund Management LLC, Syncracy Operational Management LLC, Daniel Cheung and Ryan Watkins own directly no Shares. Pursuant to an investment management agreement, Syncracy Operational Management maintains investment discretion with respect to the securities held by Syncracy Master Fund I, Ltd (the Fund). Syncracy Fund Management LLC serves as the general partner of the Fund and may be deemed to have voting and investment power with respect to such securities. Daniel Cheung and Ryan Watkins, as Managing Members of Syncracy Fund Management LLC, may be deemed to share such power through their indirect control of Syncracy Fund Management LLC. The filing of this statement shall not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein. | |
| (b) | Percent of class:
4.8 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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