SEC Form POS AM filed by FG Group Holdings Inc.

As filed with the Securities and Exchange Commission on March 1, 2024

Registration No. 333-271740

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

Form S-3 Registration Statement No. 333-271740

UNDER

THE SECURITIES ACT OF 1933

FG Group Holdings Inc.

(Exact name of registrant as specified in its charter)

5960 Fairview Road, Suite 275

Charlotte, North Carolina 28210

(704) 994-8279

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mark Roberson

Chief Executive Officer

FG Group Holdings Inc.

5960 Fairview Road, Suite 275

Charlotte, North Carolina 28210

(704) 994-8279

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE – DEREGISTRATION OF SECURITIES

FG Group Holdings Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relating to Registration Statement on Form S-3 (No. 333-271740) filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2023 (the “Registration Statement”).

On February 29, 2024, pursuant to the terms of a Plan of Merger, dated as of January 3, 2024 (the “Merger Agreement”), by and among the Registrant, FG Financial Group, Inc., a Nevada corporation (“FGF”), and FG Group LLC, a Nevada limited liability company and a wholly owned subsidiary of FGF (“Merger Sub”), the Registrant merged with and into Merger Sub, with Merger Sub surviving the merger as a wholly owned subsidiary of FGF (the “Merger”), at which time the Registrant’s equity securities ceased to be publicly traded.

As a result of the Merger, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Registration Statement.

Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statement and, in accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant that had been registered for issuance but remain unsold under the Registration Statement. The Registration Statement is hereby amended to reflect the deregistration of such securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on March 1, 2024.

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 of the Securities Act.