DEFM14A 1 formdefm14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

FG Group Holdings Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

INFORMATION STATEMENT OF FG FINANCIAL GROUP, INC.

CONSENT SOLICITATION STATEMENT OF FG GROUP HOLDINGS INC.

PROSPECTUS FOR

19,708,184 SHARES OF COMMON STOCK OF FG FINANCIAL GROUP, INC.

On behalf of the boards of directors of FG Financial Group, Inc. (“FGF”) and FG Group Holdings Inc. (“FGH”), we are pleased to enclose the accompanying information statement/consent solicitation statement/prospectus (this “Merger Solicitation”) relating to a proposed merger transaction involving FGF and FGH.

The disinterested members of the boards of directors of FGF and FGH have each unanimously approved a Plan of Merger, dated as of January 3, 2024, by and among FGF, FG Group LLC, a wholly owned subsidiary of FGF (“New FGH”), and FGH (as amended from time to time, the “Plan of Merger”). Kyle Cerminara, who serves as the Chairman of the Board of each of FGF and FGH, and Larry Swets, who serves as the Chief Executive Officer of FGF and is on the board of directors of each of FGF and FGH, recused themselves from the voting on the Plan of Merger and proposed transaction thereunder. In addition, the holder of a majority of FGF’s common stock, par value $0.001 per share (the “FGF Common Stock”), acting by written consent in lieu of a meeting, has approved and adopted the Plan of Merger. This Merger Solicitation serves as the information statement required by the Securities and Exchange Commission (the “SEC”) with respect to such written consent and no further action of holders of FGF Common Stock (the “FGF Stockholders”) is requested or required. If the Plan of Merger is adopted by the holders of FGH Common Stock (the “FGH Stockholders”) and the transactions under the Plan of Merger are consummated, FGH will merge with and into New FGH (the “Merger”), with New FGH as the surviving entity and wholly owned subsidiary of FGF. Following (and contingent upon consummation of) the Merger, FGF will amend its amended and restated articles of incorporation to change the name of FGF to “Fundamental Global Inc.”

The proposed Merger will create a combined organization with significantly enhanced scale and operational efficiencies. FGF and FGH believe the proposed Merger will eliminate significant duplicative costs and inefficiencies currently associated with operating two separate public companies. In addition, the proposed Merger is expected to streamline the operations and significantly reduce public company administrative costs and allow the combined management team to be more focused on executing operating plans and creating stockholder value. FGF and FGH also believe that the stockholders of both FGF and FGH will benefit from the combination of two companies with talented management teams, similar core values and strong commitments to serving their customers and communities and creating long term stockholder value.

As a result of the Merger, FGH Stockholders will receive consideration in the form of shares of FGF Common Stock. FGF Common Stock is listed and traded on the Nasdaq Global Market (the “NASDAQ”) under the trading symbol “FGF.” In connection with the Merger, and without any further action on the part of any party, each share of common stock, par value $0.01 per share, of FGH (the “FGH Common Stock”) will be converted into one (1) (the “Exchange Ratio”) share of FGF Common Stock. Based on the closing price of the FGF Common Stock on the NASDAQ on January 2, 2024, the last trading day before public announcement of the Merger, of $1.60, the Exchange Ratio represented approximately $1.60 in value for each share of FGH Common Stock. Based on the closing price of FGF Common Stock on the NASDAQ on January 26, 2024, the last practicable trading day before the date of the accompanying Merger Solicitation, of $1.39, the Exchange Ratio represented approximately $1.39 in value for each share of FGH Common Stock. The value of FGF Common Stock at the time of completion of the Merger could be greater than, less than or the same as the value of FGF Common Stock on the date of the accompanying Merger Solicitation. We urge you to obtain current market quotations of FGF Common Stock (trading symbol “FGF”) and FGH Common Stock (trading symbol “FGH”).

FGF and FGH expect the Merger will qualify as a reorganization for federal income tax purposes. Accordingly, it is expected that FGH Stockholders generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of FGH Common Stock for FGF Common Stock in the Merger. FGH Stockholders are urged to consult their own tax advisors with respect to the application of U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

Based on the current number of shares of FGH Common Stock outstanding and reserved for issuance, FGF expects to issue approximately 19.7 million shares of FGF Common Stock in the aggregate in the Merger and approximately 2.8 million shares of FGF Common Stock held by Fundamental Global GP, LLC (and beneficially owned by FGH) will be retired. Following the completion of the Merger, former FGH Stockholders will own approximately seventy-two percent (72%), and former FGF Stockholders will own approximately twenty-eight percent (28%) of the outstanding FGF Common Stock.

The board of directors of FGH is soliciting the written consent of FGH Stockholders. This Merger Solicitation provides you with detailed information about the proposed Merger. It also contains or references information about FGF, New FGH, FGH, and certain related matters. You are encouraged to read this Merger Solicitation carefully. In particular, you should read the “Risk Factors” section beginning on page 23 for a discussion of the risks you should consider in evaluating the proposed Merger and how it will affect you.

If you (including banks and brokers) have any questions or need assistance with respect to your written consent, please contact Alliance Advisors (“Alliance”), FGH’s consent solicitor, by calling (844) 876-6185, or by emailing fgh@allianceadvisorsllc.com. This Merger Solicitation relating to the Merger will be available at https://fg.group/investor-relations/ and at https://www.fgfinancial.com/sec-filings/.

Each of our boards of directors supports the Merger and the FGH board of directors unanimously recommends that holders of common stock of FGH consent to the Merger. We strongly support this combination of our companies and join our boards of directors in their recommendations.

/s/ Larry G. Swets, Jr.		/s/ Mark D. Roberson
Larry G. Swets, Jr.		Mark D. Roberson
Chief Executive Officer		Chief Executive Officer
FG Financial Group, Inc.		FG Group Holdings Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying Merger Solicitation is dated January 29, 2024, and is first being mailed to FGF Stockholders and FGH Stockholders on or about January 31, 2024.

ADDITIONAL INFORMATION

The accompanying Merger Solicitation incorporates important business and financial information about FGF and FGH from other documents that are not included in or delivered with this Merger Solicitation. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing, by e-mail or by telephone at the appropriate address below:

●

If you are an FGF Stockholder:

●

if you are an FGH Stockholder:

FG Financial Group, Inc.

104 S. Walnut Street, Unit 1A

Itasca, IL 60143

(847) 773-1665

Attention: Investor Relations

E-mail: ir@fgfinancial.com or investors@fundamentalglobal.com

FG Group Holdings Inc.

5960 Fairview Road, Suite 275

Charlotte, NC 28210

(704) 994-8279

Attention: Investor Relations

E-mail: IR@FG.Group or investors@fundamentalglobal.com

You will not be charged for any of these documents that you request. In order to obtain timely delivery of any requested materials, YOU MUST REQUEST THIS INFORMATION BY February 16, 2024.

The contents of the websites of the SEC, FGF or FGH are not incorporated into this Merger Solicitation. The information about how you can obtain certain documents that are incorporated by reference into this Merger Solicitation at these websites is being provided only for your convenience.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this Merger Solicitation. This Merger Solicitation is dated January 29, 2024, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this Merger Solicitation to FGF Stockholders or FGH Stockholders, nor the issuance by FGF of shares of FGF Common Stock in connection with the Merger will create any implication to the contrary.

This Merger Solicitation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding FGF or New FGH has been provided by FGF, and information contained in, or incorporated by reference into, this document regarding FGH has been provided by FGH.

See the section entitled “Where You Can Find More Information” beginning on page 72 of the accompanying Merger Solicitation for further information.

FG Financial Group, Inc.

104 S. Walnut Street, Unit 1A

Itasca, IL 60143

INFORMATION STATEMENT

January 29, 2024

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

To the Stockholders of FG Financial Group, Inc.:

This notice and the accompanying information statement are being distributed to the holders of record (the “FGF Stockholders”) of the common stock, par value $0.001 per share (“FGF Common Stock”), of FG Financial Group, Inc., a Nevada corporation (the “Company”), as of the close of business on January 3, 2024 (the “Record Date”), in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The purpose of this notice and the accompanying information statement is to notify FGF Stockholders of actions approved by our Board of Directors (the “FGF Board”) and taken by written consent in lieu of a meeting by the holder of a majority of the voting power of our outstanding capital stock as of the Record Date (the “FGF Written Consent”). The FGF Written Consent approved and adopted the plan of merger (as amended from time to time, the “Plan of Merger”) by and among FGF, FG Group LLC, a wholly owned subsidiary of FGF (“New FGH”), and FG Group Holdings Inc. (“FGH”), a copy of which is attached to this information statement as Annex A, and the transactions contemplated thereby, including (i) the merger of FGH with and into New FGH (the “Merger”), with New FGH as the surviving entity and wholly owned subsidiary of FGF, (ii) the issuance of shares of FGF Common Stock to the holders of FGH Common Stock (the “FGH Stockholders”) as consideration for the Merger, and (iii) the amendment of FGF’s amended and restated articles of incorporation to change the name of FGF to “Fundamental Global Inc.,” contingent upon the consummation of the Merger.

The FGF Written Consent is the only stockholder approval required to effect the approval and adoption of the Plan of Merger under the Nevada Revised Statutes, our articles of incorporation or our bylaws. No consent or proxies are being requested from our stockholders, and the FGF Board is not soliciting your consent or proxy in connection with the corporate actions (the “Corporate Actions”) described in this information statement. The Corporate Actions, as approved by the Written Consent, will not become effective until 20 calendar days after the accompanying information statement is first mailed or otherwise delivered to the FGF Stockholders.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

No action is required by you. The accompanying information statement is furnished to FGF Stockholders only to inform the FGF Stockholders of the actions described above before they take place in accordance with Rule 14c-2 of the Exchange Act. This information statement is first mailed to you on or about January 31, 2024.

Please feel free to call us at (847) 773-1665 should you have any questions on the enclosed information statement/consent solicitation statement/prospectus.

	By Order of the Board of Directors

	/s/ Larry G. Swets, Jr.
	Larry G. Swets, Jr.
	President, Chief Executive Officer and Director
	FG Financial Group, Inc.
	January 29, 2024

FG Group Holdings Inc.

5960 Fairview Road, Suite 275

Charlotte, NC 28210

January 29, 2024

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To the Stockholders of FG Group Holdings Inc.:

We are pleased to enclose the information statement/consent solicitation statement/prospectus (“Merger Solicitation”) relating to the proposed merger pursuant to that certain Plan of Merger dated January 3, 2024 (the “Plan of Merger”) by and among FG Financial Group, Inc. (“FGF”), FG Group LLC, a wholly owned subsidiary of FGF (“New FGH”), and FG Group Holdings Inc. (“FGH”). If (i) the Plan of Merger is adopted and the merger and the other transactions contemplated thereby are approved by FGH’s stockholders, and (ii) the Merger is subsequently completed, FGH will merge with and into New FGH (the “Merger”), with New FGH as the surviving entity and wholly owned subsidiary of FGF. Following (and contingent upon consummation of) the Merger, FGF will amend its amended and restated articles of incorporation to change the name of FGF to “Fundamental Global Inc.” All shares of FGH capital stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be converted into the applicable merger consideration, as set forth in the Plan of Merger and described in the accompanying Merger Solicitation.

The Merger Solicitation attached to this notice is being delivered to you on behalf of FGH’s board of directors (the “FGH Board”) to request that holders of the outstanding shares of FGH’s common stock as of the record date of January 3, 2024, execute and return written consents to adopt and approve the Plan of Merger, the Merger, and the other transactions contemplated by the Plan of Merger, in all respects. The corporate actions approved pursuant to such written consent will become effective upon receipt of consents from the holders of a majority of the outstanding shares of FGH common stock entitled to vote on the Plan of Merger, but no sooner than 20 business days after the accompanying Merger Solicitation is first mailed or otherwise delivered to the FGF Stockholders and FGH Stockholders.

The attached Merger Solicitation describes the proposed Merger and the actions to be taken in connection with the Merger, and provides additional information about the parties involved. A copy of the Plan of Merger is attached as Annex A to this Merger Solicitation.

FGH has determined that FGH Stockholders are not entitled to appraisal or dissenters’ rights with respect to the Merger under the Nevada Revised Statutes or the FGH articles of incorporation or bylaws.

The disinterested members of the FGH Board have considered the Merger and the terms of the Plan of Merger and have unanimously determined that the Merger and the Plan of Merger are advisable, fair to and in the best interests of FGH and its stockholders, and recommend that FGH Stockholders approve the Plan of Merger, the Merger, and the other transactions contemplated by the Plan of Merger, by submitting a written consent.

Please complete, date and sign the written consent enclosed with this Merger Solicitation and return it promptly to FGH by one of the means described in the section of this Merger Solicitation entitled “FGH’s Solicitation of Written Consents.” Completed, dated and signed written consents should be delivered to FGH on or before February 23, 2024, the date the FGH Board has set as the targeted final date for receipt of written consents.

Your consideration and consent are important. We cannot complete the transactions contemplated by the Plan of Merger unless FGH Stockholders approve the Plan of Merger, the Merger, and the other transactions contemplated by the Plan of Merger, by submitting a written consent. The consent of the holders of a majority of the outstanding shares of FGH common stock entitled to vote on the Plan of Merger is required to approve the Plan of Merger, the Merger, and the other transactions contemplated by the Plan of Merger.

Please feel free to call us at (704) 994-8279 should you have any questions on the enclosed Merger Solicitation.

	By Order of the Board of Directors

	/s/ Mark D. Roberson
	Mark D. Roberson
	Chief Executive Officer
	FG Group Holdings Inc.
	January 29, 2024

TABLE OF CONTENTS

	PAGE
ABOUT THIS PROSPECTUS	1
SUMMARY	8
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	15
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	22
RISK FACTORS	23
FGH’S SOLICITATION OF WRITTEN CONSENTS	28
THE MERGER	29
THE TRANSACTION AGREEMENTS	51
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	56
COMPARISON OF STOCKHOLDERS’ RIGHTS	60
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER	69
LEGAL MATTERS	71
EXPERTS	71
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	71
WHERE YOU CAN FIND MORE INFORMATION	72

ANNEXES	PAGE
ANNEX A – PLAN OF MERGER	A-1
ANNEX B – FAIRNESS OPINION OF FGH’S FINANCIAL ADVISOR	B-1

about this information statement/consent solicitation statement/prospectus

This document, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by FGF, constitutes a prospectus of FGF under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of FGF to be issued to the FGH Stockholders under the Plan of Merger. This document also constitutes an information statement of FGF under Section 14(c) of the Exchange Act, and a consent solicitation statement of FGH under Section 14(a) of the Exchange Act.

You should rely only on the information contained in this information statement/consent solicitation statement/prospectus (“Merger Solicitation”) in deciding whether to approve the proposed Merger. Neither FGF or FGH has authorized anyone to give any information or to make any representations other than those contained in this Merger Solicitation. Do not rely upon any information or representations made outside of this Merger Solicitation. The information contained in this Merger Solicitation may change after the date of this Merger Solicitation. Do not assume after the date of this Merger Solicitation that the information contained in this Merger Solicitation is still correct. Further, you should not assume that the information incorporated by reference into this Merger Solicitation is accurate as of any date other than the date of the incorporated document.

Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding FGF or New FGH has been provided by FGF, and information contained in, or incorporated by reference into, this document regarding FGH has been provided by FGH.

This Merger Solicitation does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

QUESTIONS AND ANSWERS

The following are some questions that you may have about the Merger and the FGF information statement or the FGH consent solicitation, and brief answers to those questions. We urge you to read carefully the remainder of this Merger Solicitation because the information in this section does not provide all of the information that might be important to you with respect to the Merger. Additional important information is also contained in the documents incorporated by reference into this Merger Solicitation. See the section entitled “Where You Can Find More Information” beginning on page 72.

In this Merger Solicitation, unless the context otherwise requires:

●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

●	“FGF” refers to FG Financial Group, Inc., a Nevada corporation;

●	“FGF’s Articles of Incorporation” or the “FGF Articles of Incorporation” refers to the Amended and Restated Articles of Incorporation of FGF;

●	“FGF Board of Directors” or “FGF Board” refers to the board of directors of FGF;

●	“FGF Common Stock” refers to the common stock, par value $0.001 per share, of FGF;

●	“FGF Stockholders” refers to the holders of FGF Common Stock.

●	“FGH” refers to FG Group Holdings Inc., a Nevada corporation;

●	“FGH’s Articles of Incorporation” or the “FGH Articles of Incorporation” refers to the Amended and Restated Articles of Incorporation of FGH;

●	“FGH Board of Directors” or “FGH Board” refers to the board of directors of FGH;

●	“FGH Common Stock” refers to the common stock, par value $0.01 per share, of FGH; and

●	“FGH Stockholders” refers to the holders of FGH Common Stock.

Q:	Why am I receiving this Merger Solicitation?

You are receiving this Merger Solicitation because FGF and FGH have agreed to combine their companies through the merger of FGH with and into FG Group LLC, a wholly owned subsidiary of FGF (the “Merger”), with FG Group LLC as the surviving entity (the “surviving company” or “New FGH,” as the case may be). A copy of the Plan of Merger, dated as of January 3, 2024, by and among FGF, New FGH, and FGH (as amended from time to time, the “Plan of Merger”) is attached as Annex A to this Merger Solicitation and is incorporated by reference herein.

To complete the Merger, FGH Stockholders must approve the Merger Agreement (the “FGH Stockholder Approval”). FGH is soliciting the written consent of FGH Stockholders (the “FGH Consent Solicitation”) to obtain the FGH Stockholder Approval. FGH Stockholders are requested to complete, date and sign the written consent enclosed with this Merger Solicitation and return it promptly to FGH by one of the means described in the section of this Merger Solicitation entitled “FGH’s Solicitation of Written Consents.” FGH Stockholders are not entitled to appraisal or dissenters’ rights in connection with the proposed Merger.

This document also provides FGF Stockholders with notice of actions approved by the FGF Board of Directors and taken by written consent in lieu of a meeting by the holders of a majority of the outstanding FGF Common Stock (the “FGF Written Consent”). The FGF Written Consent approved and adopted the Plan of Merger, and the transactions contemplated thereby, including (i) the Merger, (ii) the issuance of FGF Common Stock to the FGH Stockholders as consideration for the Merger, and (iii) the amendment of FGF’s amended and restated articles of incorporation to change the name of FGF to “Fundamental Global Inc.,” contingent upon the consummation of the Merger. The FGF Written Consent is the only approval required of the FGF Stockholders to effect the approval and adoption of the Plan of Merger under the Nevada Revised Statutes (the “NRS”), the FGF Articles of Incorporation and FGF’s bylaws. No consent or proxies are being requested from FGF Stockholders, and the FGF Board is not soliciting their consent or proxy in connection with the Merger and related transactions. FGF Stockholders are not entitled to appraisal or dissenters’ rights.

This document is also a prospectus that is being delivered to FGH Stockholders because, in connection with the Merger, FGF is offering shares of FGF Common Stock to the FGH Stockholders in exchange for the outstanding FGH Common Stock as the consideration to be received in the Merger.

This Merger Solicitation contains important information about the Merger and the FGF Common Stock being issued as consideration in the Merger. You should read it carefully and in its entirety. FGH Stockholders are asked to promptly complete, date and sign the written consent enclosed with this Merger Solicitation and return it promptly to FGH by one of the means described in the section of this Merger Solicitation entitled “FGH’s Solicitation of Written Consents.”

Q:	What will happen in the Merger?

In the Merger, FGH will merge with and into New FGH with New FGH as the surviving entity and wholly owned subsidiary of FGF. As a result of the Merger, FGH Stockholders will receive consideration in the form of shares of FGF Common Stock. In connection with the Merger, and without any further action on the part of any party, each share of outstanding FGH Common Stock will be converted into one (1) (the “Exchange Ratio”) share of FGF Common Stock (the “Merger Consideration”). Following (and contingent upon consummation of) the Merger, FGF will amend its amended and restated articles of incorporation to change the name of FGF to “Fundamental Global Inc.”

After completion of the Merger, FGH will cease to exist, will no longer be a public company, and FGH Common Stock will be delisted from the NYSE American, will be deregistered under the Exchange Act and will cease to be publicly traded. FGF Stockholders will continue to own their existing shares of FGF Common Stock. See the information provided in the section entitled “The Transaction Agreements-Description of the Plan of Merger-Structure of the Merger” beginning on page 51 and the Plan of Merger for more information about the Merger.

Q:	I am an FGH Stockholder; how do I provide my consent?

A:	FGH Stockholders are asked to complete, date and sign the written consent enclosed with this Merger Solicitation and return it promptly to FGH by one of the means described in the section of this Merger Solicitation entitled “FGH’s Solicitation of Written Consents.”

Q:	What will FGH Stockholders receive in the Merger?

In the Merger, FGH Stockholders will receive one (1) share of FGF Common Stock for each share of FGH Common Stock held immediately prior to the completion of the Merger (other than certain shares held by FGH or FGF). No fractional shares of FGF Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. With respect to each FGH Stockholder, the Merger Consideration to which such FGH Stockholder is entitled shall be rounded up to the nearest whole share of FGF Common Stock. Based on the closing price of the FGF Common Stock on the Nasdaq Global Market (the “NASDAQ”) on January 2, 2024, the last trading day before public announcement of the Merger, of $1.60, the Exchange Ratio represented approximately $1.60 in value for each share of FGH Common Stock. Based on the closing price of FGF Common Stock on the NASDAQ on January 26, 2024, the last practicable trading day before the date of the accompanying Merger Solicitation, of $1.39, the Exchange Ratio represented approximately $1.39 in value for each share of FGH Common Stock. The value of FGF Common Stock at the time of completion of the Merger could be greater than, less than or the same as the value of FGF Common Stock on the date of the accompanying Merger Solicitation. We urge you to obtain current market quotations of FGF Common Stock (trading symbol “FGF”) and FGH Common Stock (trading symbol “FGH”).

Q:	Will the value of the Merger Consideration change between the date of this Merger Solicitation and the time the Merger is completed?

Yes. Although the number of shares of FGF Common Stock that FGH Stockholders will receive is fixed, the value of the Merger Consideration will fluctuate between the date of this Merger Solicitation and the completion of the Merger based upon the market value for FGF Common Stock. Any fluctuation in the market price of FGF Common Stock after the date of this Merger Solicitation will change the value of the shares of FGF Common Stock that FGH Stockholders will receive. Neither FGH nor FGF is permitted to terminate the Plan of Merger as a result, in and of itself, of any increase or decrease in the market price of FGF Common Stock or FGH Common Stock.

SEC Form DEFM14A filed by Ballantyne Strong Inc.