Fundamental Global Inc. Completes Asset Acquisition, Faces Listing Scrutiny

TL;DR

FG acquisition done, but listing rules might be an issue. Watch this space.

AI Summary

Fundamental Global Inc. announced on October 2, 2024, that it has completed the acquisition of certain assets. The company also provided notice regarding its listing status, indicating potential issues with continued listing rules. Additionally, there were changes in directors and officers, including the appointment of new officers and a compensatory arrangement for certain officers.

Why It Matters

This filing signals significant operational changes for Fundamental Global Inc., including a new asset acquisition and potential challenges with its stock exchange listing, which could impact investor confidence and stock performance.

Risk Assessment

Risk Level: medium — The filing indicates both a completed acquisition and potential issues with continued listing rules, creating uncertainty about the company's future trading status.

Key Players & Entities

• Fundamental Global Inc. (company) — Filer of the 8-K report
• FG Financial Group, Inc. (company) — Former company name
• 1347 Property Insurance Holdings, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — hich Registered Common Voting Shares, $0.001 par value FGF The Nasdaq Stock Mark
• $25.00 — % Cumulative Preferred Stock, Series A, $25.00 par value per share FGFPP The Nasda
• $29.5 million — eipt of the equivalent of approximately $29.5 million in cash and preferred and common shares
• $0.8 million — s of a concurrent private placement (or $0.8 million), (ii) the issuance of preferred shares
• $9.0 m — al preferred share redemption amount of $9.0 million, and (iii) the issuance $19.7 mil
• $19.7 million — of $9.0 million, and (iii) the issuance $19.7 million of Saltire common shares. Item 3.01 N

Filing Documents

• form8-k.htm (8-K) — 53KB
• ex99-1.htm (EX-99.1) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-24-039225.txt ( ) — 294KB
• fgf-20240930.xsd (EX-101.SCH) — 4KB
• fgf-20240930_def.xml (EX-101.DEF) — 29KB
• fgf-20240930_lab.xml (EX-101.LAB) — 36KB
• fgf-20240930_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 6KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. Acquisition of Strong Global Entertainment On September 30, 2024, an indirect majority-owned subsidiary of Fundamental Global Inc. (the "Company"), Strong Global Entertainment, Inc., a company existing under the laws of the Province of British Columbia ("SGE"), and Fundamental Global Holdings BC ULC, an unlimited liability company existing under the laws of the Province of British Columbia and an indirect wholly-owned subsidiary of the Company ("FG BC"), and 1483530 B.C. Ltd., a newly formed subsidiary of FG BC ("Subco"), completed an arrangement transaction pursuant to the terms of the Arrangement Agreement, dated May 30, 2024 (the "Arrangement Agreement") among such parties, and implemented the plan of arrangement contemplated therein (the "Plan of Arrangement"). In connection with the Arrangement Agreement, among other matters, shares of Class A Common Voting shares of SGE (the "SGE Common Shares") were deemed to be transferred by the holders thereof to FG BC in exchange for the arrangement consideration ("Arrangement Consideration") consisting of 1.5 shares of the Company's common stock, with any fractional shares being rounded up to the nearest whole share. The Arrangement Agreement and Plan of Arrangement were approved and authorized by stockholders of SGE on September 17, 2024, and a final order of the Supreme Court of British Columbia approving and authorizing the transaction was issued on September 23, 2024. The issuance of the Arrangement Consideration was registered pursuant to a joint proxy statement/prospectus on Form S-4 (Registration No. 333-280346) (as amended, the "Joint Proxy Statement/Prospectus") filed with the Securities Exchange Commission (the "Commission") and declared effective on July 31, 2024. The Joint Proxy Statement/Prospectus contains among other things (i) summary descriptions of the Arrangement Agreement and Plan of Arrangement (see section titled "Arrangement Ag

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 30, 2024, the Company issued a press release in connection with the completion of the Arrangement Agreement and Plan of Arrangement, which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information in this Item 7.01 and in Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulations of the SEC and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (a)

Financial Statements of Business Acquired

Financial Statements of Business Acquired The financial statements of the business acquired are incorporated by reference to the Joint Proxy Statement/Prospectus (see "Financial (b) Pro Forma Financial Information Pro forma financial information regarding the business acquired is incorporated by reference to the Joint Proxy Statement/Prospectus (see "Unaudited Pro Forma Combined Financial Information" beginning on page 14). (d) Exhibits. Exhibit No. Description 99.1 Press Release, September 30, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FUNDAMENTAL GLOBAL INC. Date: October 2, 2024 By: /s/ Mark D. Roberson Mark D. Roberson Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR