| Item 1. | |
| (a) | Name of issuer:
FG Nexus Inc. |
| (b) | Address of issuer's principal executive offices:
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:
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| (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.
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:
9.8 %
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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.
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| | (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.
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| | (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.
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| | (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.
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| Item 5. | 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. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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