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    SEC Form POS AM filed by Strong Global Entertainment Inc.

    10/10/24 5:22:36 PM ET
    $SGE
    Industrial Machinery/Components
    Consumer Discretionary
    Get the next $SGE alert in real time by email
    POS AM 1 formposam.htm

     

    As filed with the Securities and Exchange Commission on October 10, 2024

     

    Registration No. 333-272212

    Registration No. 333-272213

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-272212

    POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-272213

     

     

    Strong Global Entertainment, Inc.

    (Exact name of registrant as specified in its charter)

     

     

    British Columbia, Canada   N/A

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification No.)

       

    108 Gateway Blvd, Suite 204

    Mooresville, NC

      28117
    (Address of Principal Executive Offices)   (Zip Code)

     

    Strong Global Entertainment, Inc. 2023 Share Compensation Plan

    (Full title of the plans)

     

    Todd R. Major

    Chief Financial Officer

    Strong Global Entertainment, Inc.

    108 Gateway Blvd, Suite 204

    Mooresville, NC 28117

    (Name and address of agent for service)

     

    (704) 471-6784

    (Telephone number, including area code, of agent for service)

     

    With copies to:

     

    Amy Bowler

    Holland & Hart LLP

    555 17th Street, Suite 3200

    Denver, CO 80202

    (303) 295-8000

     

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☒

     

    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 13(a) of the Exchange Act. ☐

     

     

     

     
     

     

    EXPLANATORY NOTE

     

    These Post-Effective Amendments (these “Post Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by Strong Global Entertainment, Inc., a British Columbia, Canada corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”):

     

    ●Registration Statement on Form S-8 (No. 333-272212), filed with the SEC on May 25, 2023; and
       
    ●Registration Statement on Form S-8 (No. 333-272213), filed with the SEC on May 25, 2023.

     

    On September 30, 2024, the Company, Fundamental Global Holdings BC ULC, an unlimited liability company existing under the laws of the Province of British Columbia and majority owner of the Company (“FG BC”), and 1483530 B.C. Ltd., a newly formed subsidiary of FG BC, completed an arrangement transaction (the “Arrangement”) pursuant to the terms of the Arrangement Agreement, dated May 30, 2024 (the “Arrangement Agreement”), by and among such parties. In connection with the Arrangement Agreement, shares of Class A Common Voting shares of the Company (the “SGE Common Shares”) were deemed to be transferred by the holders thereof to FG BC in exchange for the arrangement consideration consisting of 1.5 shares of the common stock of Fundamental Global Inc., the indirect sole owner of FG BC, with any fractional shares being rounded up to the nearest whole share.

     

    As a result of the Arrangement, the Company has terminated all offerings of the SGE Common Shares pursuant to the Registration Statements. Accordingly, effective upon filing of these Post-Effective Amendments, the Company hereby removes from registration all such SGE Common Shares that are registered but unsold under the Registration Statements, if any. Effective upon filing of these Post-Effective Amendments, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such Class A Common Voting shares, and the Company hereby terminates the effectiveness of the Registration Statements.

     

     
     

     

    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 this Amendment on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mooresville, State of North Carolina, on October 10, 2024. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.

     

       

    STRONG GLOBAL ENTERTAINMENT, INC.

    (Registrant)

           
    October 10, 2024   By: /s/ Todd R. Major
    Date     Todd R. Major
          Chief Financial Officer
          (Principal Financial Officer)

     

     

     

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