SEC Form S-4 filed by Fundamental Global Inc.

As filed with the United States Securities and Exchange Commission on June 20, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Fundamental Global Inc.

(Exact Name of Registrant as Specified in Its Charter)

108 Gateway Blvd, Suite 204

Mooresville, NC 28117

(704) 994-8279

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

D. Kyle Cerminara

Chief Executive Officer

c/o Fundamental Global Inc.

108 Gateway Blvd, Suite 204

Mooresville, NC 28117

(704) 994-8279

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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(d) 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. ☐

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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT WILL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT WILL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this preliminary joint proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary joint proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY Joint proxy statement/prospectus

SUBJECT TO COMPLETION-DATED June 20, 2024

PROXY STATEMENT OF

STRONG GLOBAL ENTERTAINMENT, INC.

PROSPECTUS FOR UP TO 3,000,000 SHARES OF COMMON STOCK OF

FUNDAMENTAL GLOBAL INC.

On behalf of the Board of Directors of Fundamental Global Inc. and Strong Global Entertainment, Inc., we are pleased to provide the accompanying proxy statement/prospectus relating to the proposed combination of these companies pursuant to an Arrangement Agreement and Plan of Arrangement described below.

The Business Combination

The respective Special Committees and Boards of Directors of Fundamental Global Inc., a Nevada corporation (“FG”) (and its indirect subsidiary, Strong Global Entertainment, Inc., a company existing under the laws of the Province of British Columbia (“SGE”)), have unanimously approved the combination of these companies described in this joint proxy statement/prospectus. Each share of Class A Common Voting Shares of SGE (the “SGE Common Shares” or “SGE Common Stock”) issued and outstanding immediately prior to the Effective Time (as defined below) (other than certain shares held by FG) will be converted into 1.5 shares of FG common stock (the “FG Common Stock”).

On May 30, 2024, SGE and FG Holdings Québec Inc., a corporation existing under the laws of the Province of Québec which will, prior to the Business Combination (as defined below), be continued and converted to an unlimited liability company under the laws of the Province of British Columbia under the name “Fundamental Global Holdings BC ULC” (“FG Québec”), and 1483530 B.C. LTD, a newly formed subsidiary of FG Québec (“Subco”), entered into an Arrangement Agreement (the “Arrangement Agreement”) and Plan of Arrangement (the “Plan of Arrangement”), pursuant to which, commencing at the effective time of the Arrangement Agreement (the “Effective Time”), (i) the SGE Common Shares outstanding immediately prior to the Effective Time will be deemed to be transferred by the holders thereof to FG Québec in exchange for the arrangement consideration (“Arrangement Consideration”) consisting of FG Common Stock, (ii) SGE and Subco will be amalgamated and continue as one corporate entity (“Amalco”), and (iii) each SGE Common Share and Subco share held by FG Québec will be exchanged for one Common Share of Amalco. See the section titled “Arrangement Agreement and Plan of Arrangement” for more information.

If the Arrangement Agreement and Plan of Arrangement are adopted and the other transactions contemplated thereby are approved, including receipt of the final order of the Supreme Court of British Columbia (the “Court”) under Section 291 of the Business Corporations Act (British Columbia) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time (the “BCBCA”) approving the Arrangement Agreement and Plan of Arrangement (collectively, the “Arrangement” or the “Business Combination”), (a) prior to the closing of the Business Combination (the “Closing”), the Arrangement Consideration will be deposited in escrow to be paid to SGE stockholders in accordance with the Arrangement Agreement, and (b) the convertible securities of SGE (collectively, the “SGE Convertible Securities”), including (i) the restricted share units, stock options, and other awards issued under the 2023 Share Compensation Plan of SGE (the “2023 Share Compensation Plan”) and (ii) the share purchase warrants granted by SGE to Landmark Studio Group LLC to purchase up to an aggregate of 150,000 SGE Common Shares (the “Landmark Warrant”) and to Think Equity to purchase up to an aggregate of 50,000 SGE Common Shares (the “Think Equity Warrants” and together with the Landmark Warrant the “Warrants”) outstanding prior to the Effective Time will be adjusted at the Effective Time to be exercisable for, or settled in, FG Common Stock.

The proposed Business Combination will create a combined organization with enhanced operational efficiencies. SGE is currently an indirect subsidiary of FG and its financial information is consolidated with FG’s financial information. Both FG and SGE believe the proposed Business Combination will eliminate significant duplicative costs and inefficiencies currently associated with operating two separate public companies. In addition, the proposed Business Combination is expected to streamline the operations and significantly reduce public company administrative costs and allow management to focus on executing operating plans and creating stockholder value. SGE, FG, and FG Québec also believe that the stockholders of each such entity will benefit from the Business Combination with talented management teams, similar core values and strong commitments to serving their customers and communities and creating long-term stockholder value.

After completion of the Arrangement, SGE will be a predecessor of, and continue as, Amalco but SGE Common Stock will be delisted from NYSE American and will be deregistered under the Exchange Act.

The SGE Meeting

SGE will hold a meeting of its stockholders (the “SGE Stockholder Meeting”) to vote on the proposals necessary to approve the Business Combination and certain other matters.

At the SGE Stockholder Meeting, which will be held at 108 Gateway Blvd, Suite 204 Mooresville, NC 28117 on [●], 2024, at [●] a.m., Eastern Time, unless postponed or adjourned to a later date, SGE will ask its stockholders to: (i) approve the Arrangement Agreement and Plan of Arrangement and the related transactions, thereby approving the Business Combination, (ii) elect directors, (iii) ratify the selection of independent registered public accounting firm, and (iv) consider and transact such other business as may properly come before the meeting or any postponement or adjournment thereof. To participate in the meeting, a SGE stockholder of record will need the 12-digit control number included on such stockholder’s proxy card or instructions that accompanied such stockholder’s proxy materials. If a SGE stockholder holds his, her or its shares in “street name,” which means his, her or its shares are held of record by a broker, bank or other nominee, such SGE stockholder should contact his, her or its broker, bank or nominee to ensure that votes related to the shares he, she or it beneficially owns are properly counted. In this regard, such SGE stockholder must provide the record holder of his, her or its shares with instructions on how to vote his, her or its shares or, if such SGE stockholder wishes to attend the SGE Stockholder Meeting and vote in person, obtain a proxy from his, her or its broker, bank or nominee.

Each of the following securities of FG are currently publicly traded on the Nasdaq Stock Market LLC (“Nasdaq”): (i) each share of FG Common Stock under the trading symbol “FGF” and (ii) each share of Series A 8.00% Cumulative Preferred Stock of FG, $25.00 par value per share under the trading symbol “FGFPP” (the “FG Series A Preferred”). Each SGE Common Share is currently publicly traded on the NYSE American (“NYSE”) under the trading symbol “SGE.”

This joint proxy statement/prospectus incorporates important business and financial information about FG and SGE from other documents that FG and SGE have filed with the U.S. Securities and Exchange Commission that are not contained in or delivered with this joint proxy statement/prospectus. For a list of documents incorporated by reference in this joint proxy statement/prospectus, see the section entitled “Where You Can Find More Information” on page 61. This information is available for you, without charge, to review through the SEC’s website at www.sec.gov.

You may request a copy of this joint proxy statement/prospectus, any of the documents incorporated by reference in this joint proxy statement/prospectus or other information filed with the SEC by FG or SGE, as applicable, without charge, by written or telephonic request directed to the appropriate company at the proxy solicitor contacts below. In order for you to receive timely delivery of the documents in advance of the meeting, you must request the information no later than [●], 2024.

If you have any questions or need assistance with voting your shares of SGE Common Shares, please contact [email protected]. or at 108 Gateway Blvd, Suite 204, Mooresville, North Carolina 28117 or (704) 471-6784. The accompanying joint proxy statement/prospectus and the notice of the SGE Stockholder Meeting will be available at www.strong-entertainment.com

SGE stockholders should keep in mind that FG’s and SGE’s directors and officers may have interests in the Business Combination that are different from or in addition to, or may conflict with, their interests as an FG stockholder or SGE stockholder. Stockholders should review the section titled “Interests of FGH’s and SGE’s Directors and Executive Officers in the Arrangement” on page 10 for additional information.

The accompanying joint proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the SGE Stockholder Meeting. We urge you to carefully read the entire accompanying joint proxy statement/prospectus, including the financial statements and all annexes attached hereto and other documents referred to therein.

IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 13 OF THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR CANADIAN PROVINCIAL SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying joint proxy statement/prospectus is dated           , 2024, and is first being mailed to securityholders of SGE on or about            , 2024.

Strong Global Entertainment, Inc.

NOTICE OF MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that a meeting of the Stockholders (the “SGE Stockholder Meeting”) of Strong Global Entertainment, Inc. (“SGE”) will be held at [●] on [●], 2024 at [●] a.m. ([●] time), to:

Assuming consummation of the Business Combination, the results of Proposals 3, 4 and 5 above relating to annual stockholder meeting matters will be irrelevant as SGE will become a wholly owned indirect subsidiary of FG and will no longer operate as an independent company following the closing of the Business Combination.

Only stockholders of record as of the close of business on June 26, 2024 are entitled to notice of, and to vote at, the SGE Stockholder Meeting either in person or by proxy. Please complete, sign, date and return the accompanying proxy card, or follow the instructions on the card for voting by telephone or Internet. You may also attend the meeting and vote in person.

The Contents of this notice of meeting and its mailing to the stockholders have been authorized by the SGE Board of Directors.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON [●], 2024:

This Notice and the accompanying Proxy Statement are first being distributed or made available, as the case may be, on or about [•], 2024, and the Company’s Proxy Statement for the SGE Stockholder Meeting and Annual Report on Form 10-K for the year ended December 31, 2023 are available at [●].

TABLE OF CONTENTS

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by FG, constitutes a prospectus of FG under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the common stock of FG to be issued to SGE Stockholders under the Arrangement Agreement. This document also constitutes a notice of meeting and a proxy statement of SGE under Section 14(a) of the Exchange Act.

You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this joint proxy statement/prospectus to SGE stockholders nor the issuance by FG of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this joint proxy statement/prospectus regarding FG and its business, operations, management and other matters has been provided by FG and information contained in this joint proxy statement/prospectus regarding SGE and its business, operations, management and other matters has been provided by SGE.

Generally, and unless indicated otherwise, financial data presented about FG and SGE are presented using U.S. Dollars (“USD”). Additionally, certain financial data may be presented using Canadian Dollars (“CAD”). Where neither USD or CAD are expressly noted, $ references are to USD. This joint proxy statement/prospectus 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this joint proxy statement/prospectus constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the current views of FG and SGE with respect to, among other things, the plans, strategies and prospects, both business and financial, of FG and SGE.

These statements are based on the beliefs and assumptions of the management of FG and SGE. Likewise, the financial statements included herein and all of the statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “projects,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect FG’s and SGE’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Neither FG nor SGE can guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect FG’s and SGE’s good faith beliefs, they are not guarantees of future performance. FG and SGE disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other risks and uncertainties, please see the section titled “Risk Factors” in FG’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 14, 2024, FG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as filed with the SEC on May 20, 2024, and in other reports FG files with the SEC and in SGE’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 29, 2024, as amended by Form 10-K/A filed with the SEC on April 29, 2024 (the “SGE Annual Report”), and in other reports SGE files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information available to FG and SGE (or to third parties making the forward-looking statements).

QUESTIONS AND ANSWERS

The following are some questions that you may have about the Business Combination and the SGE Stockholders Meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 61.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Why am I receiving these materials?

At the SGE Stockholder Meeting, holders of SGE Common Stock will act upon the matters described in the notice of meeting accompanying this proxy statement/prospectus, including the Business Combination. You are receiving this proxy statement/prospectus because you held shares of SGE Common Stock at the close of business on June 26, 2024 (the “Record Date”), and the Board of Directors of SGE (the “SGE Board of Directors” or “SGE Board”) is soliciting your proxy to vote at the SGE Stockholder Meeting. You are invited to attend the SGE Stockholder Meeting to vote on the proposals; however, you do not need to attend the meeting to vote your shares. Instead, you may vote your shares as described in further detail under the heading “How do I vote?” below.

When will these materials be mailed?

The notice, this proxy statement/prospectus, and the proxy card for stockholders of record were distributed beginning on or about [●], 2024, and are available at [●].

Who is entitled to vote?

Stockholders of record at the close of business on Record Date are entitled to vote in person or by proxy at the SGE Stockholder Meeting. As of the Record Date, 7,918,285 shares of SGE Common Stock were outstanding. Each stockholder is entitled to one vote for each share of common stock held on the Record Date. Stockholders do not have cumulative voting rights in the election of directors. For ten days prior to the SGE Stockholder Meeting during normal business hours, a complete list of all stockholders of record will be available for examination by any stockholder, for any purpose germane to the SGE Stockholder Meeting.

Who can attend the SGE Stockholder Meeting?

All stockholders as of the Record Date, or individuals holding their duly appointed proxies, may attend the SGE Stockholder Meeting. Appointing a proxy will not affect a stockholder’s right to attend the SGE Stockholder Meeting and to vote in person. Please note that if you hold your shares in “street name” (in other words, through a broker, bank, or other nominee), you will need to bring a proxy, executed in your favor, from the holder of record (the broker, bank or other nominee) to gain admittance to the SGE Stockholder Meeting.

What is the difference between a stockholder of record and a beneficial owner?

If your shares are registered directly in your name with SGE’s transfer agent, Broadridge Corporate Issuer Solutions, Inc., then you are a “stockholder of record.” The accompanying proxy card has been provided directly to you by SGE. You may vote by ballot at the SGE Stockholder Meeting or vote by proxy. To vote by proxy, complete, sign, date and return the enclosed proxy card or follow the instructions on the proxy card for voting by telephone or Internet. If your shares are held for you by a broker, bank or other nominee in street name, then you are not a stockholder of record. Rather, the broker, bank, or other nominee is the stockholder of record, and you are the “beneficial owner” of shares. In such case, you should follow the voting instructions provided to you by such broker, bank, or other nominee. If you are a beneficial owner of shares and wish to vote in person at the SGE Stockholder Meeting, then you must obtain a proxy, executed in your favor, from the holder of record (the broker, bank, or other nominee).

What constitutes a quorum?

Holders of a majority of the shares entitled to vote as of the Record Date, present in person or represented by proxy, are required in order to hold the SGE Stockholder Meeting. If you vote, your shares will be part of the quorum. Shares represented by a properly executed proxy card that is marked “ABSTAIN” or returned without voting instructions will be counted as present for the purpose of determining whether the quorum requirement is satisfied. Also, shares held of record by a broker, bank or other nominee who has not received voting instructions from the beneficial owner of the shares and votes on matters without discretionary authority to do so (“broker non-votes”) will be counted as present for quorum purposes. However, although broker non-votes and abstentions are considered as present for purposes of establishing a quorum, they will not be considered as votes cast for or against a proposal. Once a share is represented at the SGE Stockholder Meeting, it will be deemed present for quorum purposes throughout the SGE Stockholder Meeting (including any postponement or adjournment thereof unless a new record date is or must be set for such postponement or adjournment).

What is the purpose of the meeting?

The principal purpose of the SGE Stockholder Meeting is to: (i) approve the Arrangement Agreement and Plan of Arrangement and the related transactions, thereby approving the Business Combination; (ii) receive the audited financial statements of SGE for the fiscal year ended December 31, 2023 and the report of the auditors thereon; (iii) fix the number of directors at five; (iv) elect the SGE directors for the ensuing year; (v) ratify the appointment of Haskell & White LLP (the “SGE Auditor”) as independent registered public accounting firm for the ensuing year; and (vi) consider and transact such other business as may properly come before the meeting or any postponement or adjournment thereof. Assuming consummation of the Business Combination, Proposals (ii), (iii), and (iv) above relating to annual stockholder meeting matters will be irrelevant as SGE will become a wholly owned indirect subsidiary of FG and will no longer operate as an independent company following the closing of the Business Combination.

How do I vote?

If you are a holder of record, you can vote either in person at the SGE Stockholder Meeting or by proxy without attending the SGE Stockholder Meeting. We urge you to vote by proxy even if you plan to attend the SGE Stockholder Meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you attend the meeting and vote in person, your previously submitted proxy will be revoked and will not be counted.

You can vote by proxy using any of the following methods:

The proxies named in the enclosed form of proxy and their substitutes will vote the shares represented by the enclosed form of proxy, if the proxy appears to be valid on its face, and, where a choice is specified by means of the ballot on the form of proxy, will vote in accordance with each specification so made.

If you hold your shares in “street name,” you must either direct the broker, bank, or other nominee as to how to vote your shares, or obtain a proxy from the broker, bank, or other nominee, executed in your favor, to vote at the meeting. Please refer to the voter instruction cards provided by your broker, bank, or other nominee for specific instructions on methods of voting, including by telephone or using the Internet.

What does it mean if I receive more than one proxy card?

You will receive separate proxy cards when you own shares in different ways. For example, you may own shares individually, as a joint tenant, in an individual retirement account, in trust or in one or more brokerage accounts. You should complete, sign, date and return each proxy card you receive or follow the telephone or Internet voting instructions on each card. The instructions on each proxy card may differ. Be sure to follow the instructions on each card.

Can I change my vote or instruction?

Yes. If you are a stockholder of record, you may revoke your proxy or change your vote, regardless whether previously submitted by mail or via the Internet or by telephone, by (i) delivering a signed written notice stating that you revoke your proxy to the attention of the Corporate Secretary of SGE, at 108 Gateway Blvd, Suite 204, Mooresville, North Carolina 28117, that bears a later date than the date of the proxy you want to revoke and is received prior to the SGE Stockholder Meeting, (ii) submitting a valid, later-dated proxy via the Internet or by telephone before [11:59 p.m., Eastern Time], on [●], 2024, or by mail that is received prior to the SGE Stockholder Meeting, or (iii) attending the SGE Stockholder Meeting (or, if the SGE Stockholder Meeting is postponed or adjourned, attending the postponed or adjourned meeting) and voting in person, which automatically will cancel any proxy previously given, or revoking your proxy in person, but your attendance alone at the SGE Stockholder Meeting will not revoke any proxy previously given.

If you hold your shares in “street name” through a broker, bank, or other nominee, you must contact your broker, bank or other nominee to change your vote through new voting instructions or, if you wish to change your vote in person at the SGE Stockholder Meeting, obtain a written legal proxy from the bank, broker or other nominee to vote your shares.

What happens if I submit a proxy card and do not give specific voting instructions?

If you are a stockholder of record and sign and return the proxy card without indicating your voting instructions, your shares will be voted in accordance with the recommendations of the SGE Board of Directors. With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the SGE Board of Directors or, if no recommendation is given, in their own discretion. As of the filing date of this Proxy Statement, the SGE Board did not know of any other matter to be raised at the SGE Stockholder Meeting.

What happens if I do not submit a proxy card and do not vote by telephone or Internet or do not submit voting instructions to my broker, bank or other nominee?

If you are a stockholder of record and you neither designate a proxy nor attend the SGE Stockholder Meeting, your shares will not be represented at the meeting. If you are a beneficial owner and do not provide voting instructions to your bank, broker or other nominee, then, under applicable rules, the broker, bank or other nominee that holds your shares in “street name” may generally vote on “routine” matters but cannot vote on “non-routine” maters. If the broker, bank, or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine matter,” the broker, bank or other nominee will inform the inspector of election for the SGE Stockholder Meeting that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Which voting matters are considered “routine” or “non-routine”?

We believe that Proposal 1 regarding the approval of the Arrangement and Plan of Arrangement and Proposal 4 election of directors are “non-routine” matters under applicable rules. Therefore, a broker, bank or other nominee cannot vote on such proposals without voting instructions from the beneficial owners, and there may be broker non-votes in connection with Proposals 1 and 4.

We believe that Proposal 2 concerning the reception of audited financial statement of SGE for the fiscal year ended December 31, 2023, Proposal 3 concerning fixing the number of directors, and Proposal 5 concerning the ratification of the appointment of Haskell & White LLP as SGE’s independent registered public accounting firm for the year ending December 31, 2024, are considered “routine” matters under applicable rules. Therefore, a broker, bank or other nominee may generally vote on these matters except Proposal 2, which does not require a vote, and there will be no broker non-votes in connection with Proposals 3 and 5.

What vote is required to approve each item? How will abstentions and broker non-votes be counted?

With respect to Proposal 1, consideration and approval of the Arrangement Agreement and Plan of Arrangement, a holder of common stock may vote “FOR” or “AGAINST” approval or “ABSTAIN” from voting on the proposal. Approval requires an affirmative vote of two-thirds (2/3) of the votes properly cast at the SGE Stockholder Meeting. Proxies marked “ABSTAIN” and broker non-votes will not be considered as votes cast for or against Proposal 1 and will have no effect on the outcome of the proposal.

No vote is required with respect to Proposal 2. Any questions regarding the SGE financial statements may be brought forward at the SGE Stockholder Meeting.

With respect to Proposal 3, fixing the number of directors of SGE’s Board of Directors, a holder of common stock may vote “FOR” or “AGAINST” ratification or “ABSTAIN” from voting on the proposal. Ratification requires an affirmative vote of holders of a majority of the votes properly cast at the SGE Stockholder Meeting. Proxies marked “ABSTAIN” will not be considered as votes cast for or against Proposal 3 and will have no effect on the outcome of the proposal.

As to Proposal 4, election of directors, a holder of common stock may vote “FOR” the election of each of the nominees proposed by the Board, or “WITHHOLD” authority to vote for one or more of the proposed nominees. The election of a director requires an affirmative vote of a plurality of the votes properly cast on the election of directors at the SGE Stockholder Meeting. A “plurality” means that the individuals who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. As to Proposal 4, proxies marked “WITHHOLD” and broker non-votes will have no impact on the election of directors.

With respect to Proposal 5, ratification of Haskell & White LLP as SGE’s independent registered public accounting firm, a holder of common stock may vote “FOR” or “AGAINST” ratification or “ABSTAIN” from voting on the proposal. Ratification requires an affirmative vote of holders of a majority of the votes properly cast at the SGE Stockholder Meeting. Proxies marked “ABSTAIN” will not be considered as votes cast for or against Proposal 5 and will have no effect on the outcome of the proposal.

What are the Board’s voting recommendations?

The Board recommends a vote “FOR” all of the matters to be presented for approval at the SGE Stockholder Meeting.

As of the date of this proxy statement/prospectus, it is expected that FG, which is the indirect holder of approximately 76% of SGE Common Stock, and certain SGE directors and officers will vote “FOR” approval of Proposals 1, 3, 4 and 5.

Who is paying for the preparation and mailing of the proxy materials and how will solicitations be made?

SGE will pay the expenses of soliciting proxies. Proxies may be solicited on SGE’s behalf by SGE’s directors, officers or employees in person or by mail, telephone, facsimile or electronic transmission. SGE does not compensate such persons for soliciting proxies. SGE has requested brokerage houses and other custodians, nominees and fiduciaries to forward soliciting material to beneficial owners and has agreed to reimburse those institutions for their out-of-pocket expenses.

What will happen in the Arrangement?

In the Arrangement, commencing at the Effective Time, (i) the SGE Common Shares outstanding immediately prior to the Effective Time will be deemed to be transferred by the holders thereof to FG Québec in exchange for the Arrangement Consideration consisting of FG Common Stock; (ii) SGE and Subco will be amalgamated and continue as Amalco, and (iii) each SGE Common Share and Subco share held by FG Québec will be exchanged for one Common Share of Amalco. After completion of the Arrangement, SGE will become an indirect wholly owned subsidiary of FG and SGE Common Stock will be delisted from NYSE American and will be deregistered under the Exchange Act. See the section titled “Arrangement Agreement and Plan of Arrangement” for more information.

What will SGE stockholders receive in the Arrangement?

In the Arrangement, SGE stockholders will receive 1.5 shares of FG Common Stock for each share of SGE Common Stock held immediately prior to the completion of the Arrangement (other than certain shares held by FG). No fractional shares of FG Common Stock will be issued in connection with the Arrangement. With respect to each SGE stockholder, the Arrangement Consideration to which such SGE stockholder is entitled will be rounded up to the nearest whole share of FG Common Stock. Based on the closing price of FG Common Stock on Nasdaq on May 30, 2024, the last trading day before public announcement of the Arrangement, of $ 1.15, the exchange ratio represented approximately $1.725 in value for each share of SGE Common Stock. Based on the closing price of FG Common Stock on Nasdaq on [●], 2024, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, of $[●], the exchange ratio represented approximately $[●] in value for each share of SGE Common Stock. The value of FG Common Stock at the time of completion of the Arrangement could be greater than, less than or the same as the value of FG Common Stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of FG Common Stock (trading symbol “FG”) and SGE Common Stock (trading symbol “SGE”).

Will the value of the Arrangement Consideration change between the date of this Proxy Statement and the time the Arrangement is completed?

Yes. Although the number of shares of FG Common Stock that SGE stockholders will receive is fixed, the value of the Arrangement Consideration will fluctuate between the date of this Proxy Statement and the completion of the Arrangement based upon the market value for FG Common Stock. Any fluctuation in the market price of FG Common Stock after the date of this Proxy Statement will change the value of the shares of FG Common Stock that SGE stockholders will receive. Neither FG nor SGE is permitted to terminate the Arrangement as a result, in and of itself, of any increase or decrease in the market price of FG Common Stock or SGE Common Stock.

How will the Arrangement affect SGE equity awards?

All outstanding equity awards and other SGE Convertible Securities will be converted into the right to receive shares of FG Common Stock consistent with the exchange ratio established under the Arrangement Agreement.

Was a third-party valuation or fairness opinion obtained in connection with the transactions contemplated under the Arrangement Agreement?

Yes. Intrinsic, LLC provided an opinion on the fairness from a financial point of view of the holders of SGE Common Stock of the exchange ratio and Arrangement Consideration. The fairness opinion dated May 30, 2024, provided by Intrinsic is attached hereto as Annex B.

Are SGE stockholders entitled to appraisal or dissent rights?

Yes. SGE stockholders are entitled to dissent rights under the BACA. For more information, see the section entitled “Dissent Rights” beginning on page 58.

Are there any risks that I should consider in deciding whether to approve the Business Combination?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 13. You also should read and carefully consider the risk factors of FG and SGE contained in the documents that are incorporated by reference.

What are the material U.S. federal income tax consequences of the Arrangement to SGE stockholders?

For U.S. federal income tax purposes, the Business Combination will (i) be treated as a single integrated transaction and (ii) qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

A holder of SGE Common Shares will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such holder’s SGE Common Shares for shares of FG Common Stock in the Business Combination.

For a more complete discussion of the material U.S. federal income tax consequences of the Arrangement, see the section entitled “Material U.S. Federal Income Tax Consequences” beginning on page 53.

When is the Business Combination expected to be completed?

FG and SGE expect the Business Combination to close in the third quarter of 2024. However, neither FG nor SGE can predict the actual date on which the Business Combination will be completed, or if the Business Combination will be completed at all, because completion is subject to conditions and factors outside the control of both companies.

What happens if the Business Combination is not completed?

If the Business Combination is not completed, SGE stockholders will not receive any consideration for their shares of SGE Common Stock. Instead, SGE will remain an independent public company, SGE Common Stock will continue to be listed on the NYSE American, and FG will not complete the issuance of shares of FG Common Stock pursuant to the Plan of Arrangement.

Who can help answer my questions?

If you have any questions about the Business Combination or other matters being submitted for SGE stockholder approval, or how to submit your proxy, or if you need additional copies of this document or the enclosed proxy card, you should contact SGE’s investor relations team at [email protected]. or at 108 Gateway Blvd, Suite 204, Mooresville, North Carolina 28117 or (704) 471-6784.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

On May 31, 2024, FG and SGE entered into the Arrangement Agreement that will result in FG acquiring the remaining 24% noncontrolling interest in SGE, which is and has been a consolidated subsidiary of FG. The transaction will result in FG issuing approximately 2.9 million common shares in exchange for the 1.9 million shares of SGE not already owned by FG.

Prior to the Arrangement Agreement, FG owned approximately 76% of the outstanding common shares of SGE and consolidates SGE in its historical consolidated financial statements. Because the results of SGE are already included in the consolidated financial statements of FG, the only two adjustments to the historical financial statements are to reclassify the noncontrolling interest within equity in the balance sheet and the income attributable to noncontrolling interest holders in the income statement. Therefore, the pro forma financial information is presented in a narrative format with the effects described in the following paragraphs

The pro forma consolidated balance sheet as of March 31, 2024 gives effect to the Merger as if it had been completed on March 31, 2024. The pro forma consolidated balance sheet would reflect an adjustment to eliminate the noncontrolling interest balance of $1.8 million and increase Common Stock and Additional Paid In Capital by a like amount. There would be no changes to total assets, total liabilities or total shareholders’ equity.

The pro forma consolidated income statement for the three months ended March 31, 2024 gives effect to the Merger as if the transaction had occurred on January 1, 2024. The pro forma consolidated statement of operations would reflect an adjustment to reclassify the net loss attributable to noncontrolling interests of $17 thousand to net loss attributable to controlling interests. Pro forma net loss attributable to controlling interests would have changed by $17 thousand to $4.4 million for the three months ended March 31, 2024. Pro forma basic and diluted loss per common share would have been unchanged for the three months ended March 31, 2024.

The pro forma consolidated income statement for the year ended December 31, 2023 gives effect to the Merger as if the transaction had occurred on January 1, 2023. The pro forma consolidated statement of operations would reflect an adjustment to reclassify the net loss attributable to noncontrolling interests of $564 thousand to net loss attributable to controlling interests. Pro forma net loss attributable to controlling interests would have been increased from $14.1 million to $14.6 million for the year ended December 31, 2023. Pro forma basic and diluted loss per common share would have changed by $0.03 per share for the year ended December 31, 2023.

RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this joint proxy statement/prospectus, including the financial information, before deciding whether or how to vote or instruct your vote to be cast to approve the proposals described in this joint proxy statement/prospectus.

The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, the combined company’s business, financial condition or results of operations. If any of the events described below occur, the post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of FG’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of FG and SGE.

Risks Related to the Business Combination

An investment by SGE stockholders in FG Common Stock as a result of the exchange of shares of SGE Common Stock for shares of FG Common Stock in the Arrangement involves certain risks. Certain material risks and uncertainties connected with the Plan of Arrangement and the transactions contemplated thereby, including the Arrangement, and ownership of FG Common Stock are discussed below. In addition, FG and SGE discuss certain other material risks connected with the ownership of FG Common Stock and with FG’s business, and with the ownership of SGE Common Stock and SGE’s business, respectively, under the caption “Risk Factors” appearing in their Annual Reports on Form 10-K most recently filed with the SEC and may include additional or updated disclosures of such material risks in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC or may be filed with the SEC after the date of this proxy statement/prospectus, each of which report is or will be incorporated by reference in this proxy statement/prospectus.

You should carefully read and consider all of these risks and all other information contained in this proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference. The risks described herein and in those documents incorporated by reference may adversely affect the value of FG Common Stock that you, as an existing SGE stockholder, will hold upon the completion of the Arrangement, and could result in a significant decline in the value of FG Common Stock and cause the current FG stockholders and the SGE stockholders to lose all or part of their respective investments in FG Common Stock.

Risks Relating to the Arrangement

Because the exchange ratio is fixed and the market price of FG Common Stock may fluctuate, FG stockholders cannot be certain of the market value of the Arrangement Consideration they will receive.

In the Arrangement, each share of SGE Common Stock issued and outstanding immediately prior to the Effective Time (other than certain shares held by FG) will be converted into 1.5 shares of FG Common Stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either FG Common Stock or SGE Common Stock. Changes in the price of FG Common Stock prior to the Arrangement will affect the value that SGE stockholders will receive in the Arrangement. Neither FG nor SGE is permitted to terminate the Arrangement Agreement or Plan of Arrangement as a result, in and of itself, of any increase or decrease in the market price of FG Common Stock or SGE Common Stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, regulatory considerations, including changes in U.S. monetary policy and its effect on global financial markets and on interest rates, changes in FG’s or SGE’s businesses, operations and prospects, major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks, and any related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on FG or SGE or the customers or other constituencies of FG or SGE, many of which factors are beyond FG’s or SGE’s control. Therefore, during the pendency of the SGE proxy solicitation and at any given time prior to the consummation of the Arrangement, FG stockholders and SGE stockholders will not know the market value of the consideration to be received by SGE stockholders at the Effective Time. You should obtain current market quotations for shares of FG Common Stock and for shares of SGE Common Stock.

The market price of FG Common Stock after the Arrangement may be affected by factors different from those affecting the shares of FG Common Stock or SGE Common Stock currently.

In the Arrangement, SGE stockholders will become FG stockholders. FG’s business differs from that of SGE. Accordingly, the results of operations of FG after the consummation of the Arrangement and the market price of FG Common Stock after the completion of the Arrangement may be affected by factors different from those currently affecting the independent results of operations of each of FG and SGE. For a discussion of the businesses of FG and SGE and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 61.

FG and SGE are expected to incur significant costs related to the Arrangement and integration.

FG and SGE have incurred and expect to incur certain non-recurring costs associated with the Arrangement. These costs include legal, financial advisory, accounting, consulting and other advisory fees, insurance, public company filing fees and other regulatory fees, printing costs and other related costs. Some of these costs are payable by either FG or SGE regardless of whether or not the Arrangement is completed.

The combined company may also incur expenses in connection with the integration of operations. There are many factors that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in FG taking charges against earnings following the completion of the Arrangement, and the amount and timing of such charges are uncertain at present.

Integrating the companies’ businesses may be more difficult, costly or time consuming than expected and FG and SGE may fail to realize the anticipated benefits of the Arrangement.

The success of the Arrangement will depend, in part, on the ability to realize the anticipated cost savings and synergies from combining FG and SGE. If FG and SGE are not able to successfully achieve these objectives, the anticipated benefits of the Arrangement may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the Arrangement could be less than anticipated, and integration may result in additional unforeseen expenses.

FG and SGE have operated and, until the completion of the Arrangement, will continue to operate, independently. The success of the Arrangement will depend, in part, on FG’s ability to successfully combine and integrate the businesses of both companies in a manner that does not materially disrupt existing operations or result in decreased revenue or reputational harm. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses, difficulties in integrating operations and systems, including communications systems, administrative and information technology infrastructure and financial reporting and internal control systems, or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers and employees or to achieve the anticipated benefits and cost savings of the Arrangement. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of FG and SGE during this transition period and for an undetermined period after completion of the Arrangement on FG.

The businesses and operations of each of FG, SGE and the combined company following the completion of the Arrangement may be adversely affected in numerous and complex ways, including as a result of adverse economic conditions, natural and human disasters or other international or domestic calamities.

Each of FG’s and SGE’s businesses and operations are sensitive to general business and economic conditions in the United States. Uncertainty about federal fiscal monetary and related policies, the medium and long-term fiscal outlook of the federal government, and future tax rates is a concern for businesses, consumers and investors in the United States. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond the control of FG and SGE.

In addition, adverse economic, social and political conditions in the United States and in foreign countries, including adverse conditions resulting from natural disasters, acts of terrorism, outbreaks of hostilities or other domestic or international calamities, epidemics and pandemics, and other matters beyond the control of FG and SGE, and the government policy responses to such conditions, could have an adverse effect on the businesses, financial condition, results of operations, prospects and trading prices of each of FG and SGE during the time the Arrangement is pending and on FG and its subsidiaries following the completion of the Arrangement. All of these factors could be detrimental to FG’s, SGE’s and the combined company’s businesses, and the interplay between these factors can be complex and unpredictable.

 FG may be unable to retain current FG or SGE personnel successfully while the Arrangement is pending or after the Arrangement is completed.

The success of the Business Combination will depend in part on FG’s ability to retain the talents and dedication of key employees and officers currently employed by FG and SGE. It is possible that these employees and officers may decide not to remain with FG or SGE, as applicable, while the Arrangement is pending or with FG (or its respective subsidiaries) after the Arrangement is consummated. If FG and SGE are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, FG and SGE could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, if key employees terminate their employment, FG’s business activities after completion of the Arrangement may be adversely affected and management’s attention may be diverted from successfully integrating FG and SGE to hiring suitable replacements, all of which may cause FG’s business to suffer. In addition, FG and SGE may not be able to locate or retain suitable replacements for any key employees who leave either company.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is preliminary and the actual financial condition and results of operations of FG after the Arrangement may differ materially.

The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what FG’s actual financial condition or results of operations would have been had the Arrangement been completed on the dates indicated. The unaudited pro forma condensed combined financial information does not reflect anticipated synergies, operating efficiencies cost savings result from the Arrangement or integration costs that may be incurred. Accordingly, actual results may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Combined Financial Information” beginning on page 13.

Certain of FG’s and SGE’s directors and executive officers may have interests in the Arrangement that may differ from, or may be in addition to, the interests of FG stockholders and SGE stockholders generally.

FG stockholders and SGE stockholders should be aware that some of FG’s and SGE’s directors and executive officers may have interests in the Arrangement and have arrangements that are different from, or in addition to, the interests or arrangements of FG stockholders and SGE stockholders generally. These interests and arrangements may create potential conflicts of interest. The FG Board of Directors and the SGE Board of Directors were aware of these respective interests and considered these interests, among other matters, when making their decisions to approve and adopt the Arrangement Agreement, the Plan of Arrangement, and the other contemplated transactions, and in recommending that SGE stockholders approve and adopt the Business Combination. For a more complete description of these interests, please see the sections entitled “Certain Relationships and Related Person Transactions” beginning on page 49.

The Arrangement Agreement and Plan of Arrangement may be terminated in accordance with their terms and the Arrangement may not be completed, which could negatively affect FG and/or SGE.

If the Arrangement is not completed for any reason, including as a result of SGE Stockholders failing to approve the Business Combination, there may be various adverse consequences and FG and/or SGE may experience negative reactions from the financial markets and from their respective customers and employees. For example, FG’s or SGE’s businesses may have been affected adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Arrangement, without realizing any of the anticipated benefits of completing the Arrangement. Additionally, if the Arrangement Agreement and Plan of Arrangement are terminated, the market price of FG Common Stock or SGE Common Stock could decline to the extent that the current market prices reflect a market assumption that the Arrangement will be completed.

Additionally, each of FG and SGE has incurred and will incur substantial one-time expenses in connection with the negotiation and completion of the transactions contemplated by the Arrangement Agreement and Plan of Arrangement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus, and all filing and other fees paid to the SEC in connection with the Arrangement. If the Arrangement is not completed, FG and SGE would have to pay these expenses without realizing the expected benefits of the Arrangement.

FG and SGE will be subject to business uncertainties while the Arrangement is pending.

Uncertainty about the effect of the Arrangement on employees and customers may have an adverse effect on FG and SGE. These uncertainties may impair FG’s or SGE’s ability to attract, retain and motivate key personnel until the Arrangement is completed, and could cause customers and others that deal with FG or SGE to seek to change existing business relationships with FG or SGE.

The shares of FG Common Stock to be received by SGE stockholders as a result of the Arrangement will have different rights from the shares of SGE Common Stock.

In the Arrangement, SGE stockholders will become FG stockholders and their rights as FG stockholders will be governed by FG’s governing documents. The rights associated with FG Common Stock are different from the rights associated with FG Common Stock. See the section titled “Comparison of Rights of FG Stockholders and SGE Stockholders” beginning on page 37 for a discussion of the rights associated with FG Common Stock.

SGE stockholders will have a reduced ownership and voting interest in FG after the Arrangement and will exercise less influence over management.

FG stockholders and SGE Common Stock currently have the right to vote in the election of the board of directors and on other matters affecting FG and SGE, respectively. When the Arrangement is completed, each holder of SGE Common Stock who receives shares of FG Common Stock will become a holder of FG Common Stock, with a percentage ownership of FG that is smaller than the holder’s percentage ownership of SGE. Because  of this, SGE stockholders may have less influence on the management and policies of FG than they now have on the management and policies of SGE.

The dilution caused by the issuance of shares of FG Common Stock in connection with the Arrangement may adversely affect the market price of FG Common Stock.

In connection with the payment of the Arrangement Consideration, based on the current number of shares of SGE Common Stock outstanding, FG expects to issue approximately 2.9 million shares of FG Common Stock to SGE stockholders. The dilution caused by the issuance of these new shares of FG Common Stock may result in fluctuations in the market price of FG Common Stock, including a stock price decrease.

Independent members of the SGE Board have obtained an opinion from an unaffiliated third party as to the fairness of the exchange ratio to the holders of SGE Common Stock.

The Special Committee consisting of independent members of the SGE Board obtained an opinion from Intrinsic, which supports the exchange ratio as fair to the holders of SGE Common Stock from a financial point of view. There is no assurance of the accuracy of this report and holders of SGE Common Stock receiving FG Common Stock as a result of the Arrangement could experience a loss as a result of decreasing stock prices. The full text of the written opinion, dated May 30, 2024, of Intrinsic, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety.

See “Summary of Joint Proxy Statement/Prospectus — Fairness Opinion of SGE’s Financial Advisor” on page 9 of this joint proxy statement/prospectus for more information.

SGE stockholders will have dissent rights with respect to the Arrangement.

Dissent rights are statutory rights that, if applicable under law, enable security holders to dissent from an extraordinary transaction, such as an arrangement, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to security holders in connection with the extraordinary transaction.

Under Sections 237-247 of the BCBCA, the SGE stockholders will be entitled to appraisal or dissent rights in connection with the Arrangement. If any of the SGE stockholders choose to exercise their dissent rights it will require FG to set aside and not distribute that portion of FG shares which are attributable to the commons stock for which dissent rights have been exercised. Additionally, it may slow or hinder the expected synergies from the Arrangement. See the section entitled “Dissent Rights” beginning on page 58 for more information on the dissent rights associated with SGE Common Stock and the Arrangement.

Litigation related to the Arrangement could prevent or delay completion of the Arrangement or otherwise negatively affect the business and operations of FG and SGE.

FG and SGE may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the Arrangement. Such litigation could have an adverse effect on the financial condition and results of operations of FG and SGE and could prevent or delay the completion of the Arrangement.

If the Business Combination does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. holders of SGE Common Shares may be required to pay U.S. federal income taxes.

Although SGE and FG Québec intend that the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, it is possible that the IRS may assert that the Business Combination fails to qualify as such. If the IRS were to be successful in any such contention, or if for any other reason the arrangement were to fail to qualify as a “reorganization,” each holder of SGE Common Shares would recognize a gain or loss with respect to all such holder’s SGE Common Shares based on the difference between (i) the fair market value of the FG Common Stock received and (ii) that holder’s tax basis in such SGE Common Shares. For U.S. holders, any such gain would generally be subject to tax at capital gains rates, and the deductibility of any such loss would be subject to limitations; for non-U.S. holders, any gain recognized would be subject to U.S. federal income tax only if connected with a U.S. trade or business (and, if applicable, attributable to a U.S. permanent establishment) or the non-U.S. holder is an individual present in the United States for 183 or more days during the taxable year of the disposition and certain other requirements are met. For additional information regarding the U.S. federal income tax consequences if the Business Combination were to fail to qualify as a “reorganization,” see the discussion under the section entitled “Material U.S. Federal Income Tax Consequences” beginning on page 53.

Risks Relating to FG’s Business

You should read and consider risk factors specific to FG’s business. These risks are described in the sections entitled “Risk Factors” in FG’s Annual Report on Form 10-K for the year ended December 31, 2023, FG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 61 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to SGE’s Business

You should read and consider risk factors specific to SGE’s business. These risks are described in the sections entitled “Risk Factors” in the SGE Annual Report and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 61 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

THE SGE STOCKHOLDER MEETING

Proposals

PROPOSAL 1 — APPROVAL OF ARRANGEMENT AGREEMENT, PLAN OF ARRANGEMENT AND RELATED TRANSACTIONS

The SGE Board of Directors is providing these proxy solicitation materials to those SGE stockholders who are being requested to approve the Business Combination and adopt and approve the Arrangement Agreement and Plan of Arrangement and the transactions contemplated thereby (the “SGE Arrangement Proposal”) by voting “FOR” the Arrangement Proposal. For more information regarding the Arrangement Agreement and Plan of Arrangement, see the section titled, “Arrangement Agreement and Plan of Arrangement” beginning on page 24.

Business Combination

The SGE Board, upon recommendation of the Special Committee of the SGE Board, has approved and recommends that the SGE stockholders approve the Arrangement Agreement and Plan of Arrangement as follows:

1.1 The arrangement (the “Arrangement”) pursuant to section 288 of the Business Corporations Act (British Columbia) (the “BCBCA”) involving Strong Global Entertainment, Inc. (the “Company”), FG Holdings Québec Inc., and 1483530 B.C. Ltd. (“Subco”), as contemplated in the arrangement agreement (the “Arrangement Agreement”) among the Company, Subco and FG Holdings Québec Inc. dated May 30, 2024, all as more particularly described and set forth in the joint proxy statement/prospectus of SGE dated [●] accompanying the notice of this meeting (as the Arrangement may be amended, restated, supplemented or novated from time to time in accordance with its terms) is hereby authorized, approved and adopted.

1.2 The plan of arrangement, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms, (the “Plan of Arrangement”), the full text of which is set out as Annex A-2 to the joint proxy statement/prospectus, is hereby authorized, approved and adopted.

1.3 The Arrangement Agreement and all the transactions contemplated therein, the actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, are hereby ratified and approved.

1.4 The Company is hereby authorized to apply for a final order from the Supreme Court of British Columbia (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended from time to time in accordance with their terms).

1.5 Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the security holders of the Company entitled to vote thereon or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered, at their discretion, without further notice to or approval of the security holders of the Company: (i) to amend or modify the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by their terms; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.

1.6 Any one director or officer of the Company be and is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered, under the corporate seal of the Company or otherwise, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement and the matters authorized thereby, including:

such determination, in each case, to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing.

Required Vote

Approval of the SGE Arrangement Proposal requires an affirmative vote of two-thirds (2/3) of the votes properly cast at the SGE Stockholder Meeting. Proxies marked “ABSTAIN” and broker non-votes will not be considered as votes cast for or against Proposal 1 and will have no effect on the outcome of the proposal.

Recommendation of the SGE Board

THE SGE BOARD RECOMMENDS THAT THE SGE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF ARRANGEMENT AND THE PLAN OF ARRANGEMENT.

SGE Stockholders Dissent Rights

SGE Stockholders are entitled to appraisal or dissent rights under the BCBCA. For more information, see the section entitled “Dissent Rights” beginning on page 58.

PROPOSAL 2 — RECEIVE AUDITED FINANCIAL STATEMENTS OF SGE FOR FISCAL YEAR ENDED DECEMBER 31, 2023

The audited financial statements of SGE for the year ended December 31, 2023 and the auditors’ report thereon will be placed before the SGE stockholders at the SGE Stockholder Meeting for their consideration and were sent to such stockholders together with the report of the auditors therein, as part of the accompanying joint proxy statement/prospectus. No formal action will be taken at the SGE Stockholder Meeting to approve the financial statements, which have been approved by the SGE Board of Directors in accordance with applicable corporate and securities legislation. Any questions regarding the financial statements may be brought forward at the SGE Stockholder Meeting.

PROPOSAL 3 — NUMBER OF DIRECTORS

SGE’s Board of Directors currently consists of five directors, each serving a one-year term. The Nominating and Corporate Governance Committee and the Board recommend that the number of directors be set at five and that five directors be elected at the SGE Stockholder Meeting to serve until the 2025 Annual Meeting or until their successors are duly elected and qualified.

Required Vote

Approval of the proposal to set the number of directors at five requires the affirmative vote of a majority of the votes properly cast at the SGE Stockholder Meeting. Therefore, proxies marked “ABSTAIN” will have no impact on the outcome. Properly executed proxies submitted pursuant to this solicitation will be voted “FOR” the fixing of the number of directors marked on the proxy, unless specified otherwise.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” FIXING THE NUMBER OF DIRECTORS AT FIVE DIRECTORS.

Notwithstanding the foregoing, assuming consummation of the Business Combination, the results of this Proposal will no longer be relevant as SGE will become a wholly owned indirect subsidiary of FG and will no longer operate as an independent company following the closing of the Business Combination.

PROPOSAL 4 — ELECTION OF DIRECTORS

SGE’s Board of Directors currently consists of five directors, each serving a one-year term. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Mark Roberson, D. Kyle Cerminara, Richard E. Govignon, Jr., Marsha G King, and John W. Struble to stand for election at the SGE Stockholder Meeting, with each director holding office for a term of one year and until his or her successor has been duly elected and qualified or until his or her earlier death, retirement, resignation, or removal.

Directors and Director Nominee Standing for Election:

Set forth below is information about each of the Company’s directors and executive officers, including ages as of June 26, 2024.

Biographical information for each Director can be found in Item 10 of the SGE Annual Report, which is incorporated herein by reference.

Legal Proceedings

The information contained in the section entitled “Legal Proceedings” in Part III, Item 10 of the SGE Annual Report is incorporated by reference herein.

Related Person Transactions and Policy

The information contained in the “Certain Relationships and Related Person Transactions” on page 49 of this joint proxy statement/prospectus and in the section entitled “Policy for Approval of Related Person Transaction” in Part III, Item 10 of the SGE Annual Report is incorporated by reference herein.

Section 16(a) Beneficial Ownership Reporting Compliance

The information contained in the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” in Part III, Item 10 of the SGE Annual Report is incorporated by reference herein.

Corporate Governance

The information regarding SGE director independence and the SGE Board of Directors and its committees contained in the section entitled “Director Independence and Controlled Company Exception” in Part III, Item 13 of the SGE Annual Report and the sections entitled “Board of Directors,” “Audit Committee,” “Compensation Committee,” and “Nominating and Corporate Governance Committee” in Part III, Item 10 of the SGE Annual Report is incorporated by reference herein.

During 2023, the SGE Board of Directors held eight meetings (including regularly scheduled and special meetings), the SGE Audit Committee held four meetings, the SGE Compensation Committee held two meetings, the SGE Nominating and Corporate Governance Committee held one meeting, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served. Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend.

Insider Trading Policies

SGE has adopted insider trading policies pursuant to its Code of Business Conduct and Ethics, under which all SGE employees, directors and agents are prohibited from profiting from undisclosed information relating to SGE or any other company in violation of insider trading or other laws. The full text of the SGE Code of Business Conduct and Ethics has been posted on the investor relations section of the SGE website.

Required Vote

The election of a director requires the affirmative vote of a plurality of the votes properly cast. A “plurality” means that the individuals who receive the largest number of votes are elected as directors, up to the maximum number of directors to be elected at the meeting. Therefore, proxies marked “WITHHOLD” and broker non-votes will have no impact on the election of directors. Properly executed proxies submitted pursuant to this solicitation will be voted “FOR” the election of the directors marked on the proxy, unless specified otherwise.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF MARK ROBERSON, D. KYLE CERMINARA, RICHARD E. GOVIGNON, JR., MARSHA G. KING, AND JOHN W. STRUBLE, AS DIRECTORS.

Notwithstanding the foregoing, assuming consummation of the Business Combination, the results of this Proposal will no longer be relevant as SGE will become a wholly owned indirect subsidiary of FG and will no longer operate as an independent company following the closing of the Business Combination.

PROPOSAL 5 — RATIFICATION OF APPOINTMENT OF HASKELL & WHITE LLP AS SGE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024

At the SGE Stockholder Meeting, stockholders will be asked to ratify the appointment of Haskell & White LLP (“Haskell & White”) as SGE’s independent registered public accounting firm for the year ending December 31, 2024. The Audit Committee of SGE’s Board of Directors has appointed Haskell & White as SGE’s independent registered public accounting firm for the year ending December 31, 2024. Haskell & White also served as SGE’s independent registered public accounting firm for the year ended December 31, 2023 and has served as SGE’s independent registered public accounting firm since 2021. If stockholders do not ratify the appointment of Haskell & White, the Board may consider the selection of other independent registered public accounting firms for the year ending December 31, 2024, but will not be required to do so.

Stockholder ratification of the appointment of Haskell & White is not required. However, the SGE Board of Directors is submitting the appointment of Haskell & White to the stockholders for ratification as a matter of good corporate governance. Even if the appointment is ratified, the SGE Board of Directors, in its discretion, may direct the appointment of a different independent registered public accounting firm for 2024 if the Board of Directors feels that such a change would be in the best interests of SGE and its stockholders.

In considering the reappointment of Haskell & White as SGE’s independent registered public accounting firm, the Audit Committee considered Haskell & White’s qualifications, experience, independence, tenure as the independent registered public accounting firm, and its related depth of understanding of SGE’s businesses, operations and systems. The Audit Committee and the Board of Directors believe that the continued retention of Haskell & White as SGE’s independent registered public accounting firm is in the best interests of SGE and its stockholders at this time.

Required Vote

Ratification requires an affirmative vote of a majority of the votes properly cast at the SGE Stockholder Meeting. Therefore, proxies marked “ABSTAIN” will have no impact on the outcome. Properly executed proxies submitted pursuant to this solicitation will be voted “FOR” the ratification of the appointment of Haskell & White LLP, unless specified otherwise.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF HASKELL & WHITE LLP AS SGE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

Notwithstanding the foregoing, assuming consummation of the Business Combination, the results of this Proposal will no longer be relevant as SGE will become a wholly owned indirect subsidiary of FG and will no longer operate as an independent company following the closing of the Business Combination.

Principal Accountant Fees and Services

The consolidated financial statements for the years ended December 31, 2023 and 2022 have been audited by Haskell & White, as independent registered public accounting firm. SGE’s Audit Committee requires that management obtain the prior approval of the Audit Committee for all audit and permissible non-audit services to be provided by Haskell & White. Fees for all services provided by Haskell & White were pre-approved by the Audit Committee.

ARRANGEMENT AGREEMENT AND PLAN OF ARRANGEMENT

Arrangement Agreement and Plan of Arrangement

Following is a description of material aspects of the Arrangement. This summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the Arrangement, including the full text of the Arrangement Agreement and Plan of Arrangement. In addition, we incorporate important business and financial information about each of us by reference. You may obtain the information incorporated by reference without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 61.

On May 30, 2024, FGE, FG Québec, and Subco, entered into the Arrangement Agreement and Plan of Arrangement, pursuant to which, commencing at the Effective Time (i) the SGE Common Shares outstanding immediately prior to the Effective Time will be deemed to be transferred by the holders thereof to FG Québec in exchange for the Arrangement Consideration consisting of FG Common Stock (ii) SGE and Subco will be amalgamated and continue as one corporate entity, Amalco, and (iii) each SGE Common Share and Subco share held by FG Québec will be exchanged for one Common Share of Amalco.

If the Arrangement Agreement and Plan of Arrangement are adopted and the other transactions contemplated thereby are approved, including receipt of the final order of the Supreme Court of British Columbia under Section 291 of BCBCA approving the Business Combination, (a) prior to the Closing of the Business Combination, the Arrangement Consideration will be deposited in escrow to be paid to SGE stockholders in accordance with the Arrangement Agreement, and (b) the SGE Convertible Securities outstanding prior to the Effective Time will be adjusted at the Effective Time to be exercisable for, or settled in, FG Common Stock.

Listing of Arrangement Consideration; Delisting and Deregistration of SGE Common Stock

The shares of FG Common Stock to be issued in the Arrangement will be listed for trading on Nasdaq. Following the Arrangement, shares of FG Common Stock will continue to be listed on Nasdaq. In addition, following the Arrangement, SGE Common Stock will be delisted from the NYSE American and deregistered under the Exchange Act.

Background of the Business Combination

The management of each of FG and SGE and each of their boards of directors (which we refer to in this section as the “FG Board” and the “SGE Board,” respectively) regularly review and assess the performance, strategy, competitive position, challenges, opportunities, and prospects of their respective companies, in each case with the goal of enhancing value for their respective stockholders. These reviews have included periodic consideration of, and discussions with other companies from time to time regarding potential strategic alternatives, including business combinations, acquisitions and dispositions to further the companies’ strategic objectives. As part of these reviews, members of management of each company have had, from time to time, informal discussions with members of management of other companies regarding trends and developments, and, on occasion, strategic alternatives available to their respective companies, including potential business combinations and other strategic transactions. The MDI Acquisition is an example of such ongoing pursuit of strategic alternatives.

The current ownership and control of FG and SGE includes significant overlap. FG shares voting and dispositive power with respect approximately 76% of the outstanding SGE Common Stock. Further, there are overlapping executive officer and director positions as described in “Certain Relationships and Related Person Transactions” on page 49.

One of the primary reasons for the Arrangement is to reduce overhead, realize synergies, streamline administrative and regulatory matters, and improve the efficiency of both companies. The assets and operations of both companies are well understood by the boards of both entities, given the overlap in ownership and management between the companies and the consolidation of financial information. The boards of both companies also believe the Arrangement can be accomplished in an expeditious and cost-effective manner, given their great familiarity with the facts and circumstances of each entity and the business structure.

The following chronology summarizes the key events that led to the signing of the Arrangement Agreement and Plan of Arrangement. This summary does not purport to catalogue every conversation of or among the FG Board, the SGE Board, their respective Special Committees and management teams, or the representatives of FG and SGE, and other parties.

In the ordinary course of business, the FG Board and the SGE Board, together with their respective senior management teams, regularly review and assesses their near-term and long-term strategy, strategic direction, financial performance and business with a view towards generating long-term stockholder value.

As part of this process, from time to time, the FG Board and the SGE Board (with the majority of members of each of the Boards of Directors being “independent” as defined by SEC, NYSE American and Nasdaq rules and regulations) and their senior management teams have reviewed potential strategic alternatives including, among other things, continuing as stand-alone public companies or executing a third-party transaction as the best opportunity to enhance stockholder value. The SGE Board, the FG Board, and their respective management teams also considered the potential benefits and risks associated with each such course of action. In the ordinary course of business, members of management of FG and SGE have had conversations about their businesses and discussed the possibility of potential combinations and other ways of working together to the mutual benefit of the companies. In addition, stockholders from each of FG and SGE have inquired as to whether management and their respective board of directors had considered the merits of combining the companies.

During March 2024, FG and SGE each proceeded to engage independent counsel specifically to represent the respective parties in a potential Arrangement transaction, evaluate potential courses of action, and to begin drafting an Arrangement Agreement and Plan of Arrangement. FG engaged Holland & Hart LLP, and SGE engaged Gowling WLG (Canada) LLP. Those discussions and evaluations continued at the board and management level of each company over the next several months.

On May 2, 2024, the SGE Board held a meeting at which both routine and strategic matters were discussed, including discussion of the proposed Arrangement and the potential cost savings and other strategic benefits of combining the companies. Management gave a briefing on the proposed Arrangement. Management indicated that the Arrangement was expected to be advantageous because of cost savings from running the two companies on a common platform thereby eliminating duplication of costs and inefficiencies in the current management arrangements.

Working with outside advisors and legal counsel, and following the discussions with the respective boards of directors, management for FG and SGE determined that the structure reflected in the Arrangement Agreement and Plan of Arrangement was the recommended structure for a combination of the companies. At each of the SGE and FG Board meetings, the directors with special interests identified those interests and indicated that they would accordingly be abstaining from any votes taken with respect to the proposed transaction. Such interests are discussed under “Certain Relationships and Related Person Transactions” on page 49.

On April 30, 2024, the SGE Board established a special committee of independent directors to evaluate the transaction and make its recommendations to the FG Board regarding the Business Combination and engaged Intrinsic as its financial advisor, and to provide an opinion on the fairness from a financial point of view to the holders of SGE Common Stock of the exchange ratio to be provided in the Plan of Arrangement

On May 2, 2024, the SGE Board held a meeting at which both routine and strategic matters were discussed, including discussion of the proposed Arrangement and the recommended structure..

Intrinsic and its affiliates are engaged in advisory, research, and other financial and non-financial activities and services for various persons and entities. The independent members of the SGE Board selected Intrinsic as its financial advisor because it is a nationally recognized valuation, advisory and financial diligence firm that has substantial experience in transactions similar to the transactions contemplated by the Arrangement Agreement and Plan of Arrangement. T independent members of the SGE Board engaged Intrinsic to assess the fairness, from a financial point of view, of the Arrangement Consideration. Intrinsic began the process of meeting with the management of SGE and FG, reviewing financial information about SGE and FG’s underlying operations and holdings and preparing their opinion on the fairness from a financial point of view of the exchange ratio and Arrangement Consideration. Discussions and evaluations of the proposed Arrangement continued at the board and management level of each company.

On May13, 2024, the FG Board had a regularly scheduled board meeting at which management updated the board on the progress of various work streams to implement the proposed Arrangement. Management was asked to keep the Board apprised of developments with respect to the determination of the exchange ratio and progress toward definitive documentation.

On May 20, 2024, the FG Board established a special committee of independent directors to evaluate the transaction and make its recommendations to the FG Board regarding the Business Combination.

On May 30, 2024, meetings of the FG Board and the FG Special Committee were held where the proposed transactions and terms of the Arrangement Agreement and Plan of Arrangement were reviewed and considered. The FG Special Committee and FG Board evaluated the exchange ratio based on several metrics, including underlying value of the holdings of each company in relation to their respective share prices, the current share price of each company, and the volume weighted average stock price (“VWAP”) of each company’s common stock over the most recent 20–90-day period. They also discussed the potential impact of the MDI Acquisition and the potential cost savings and other synergies from the proposed Arrangement.

The FG Special Committee reviewed the information presented and after lengthy discussion, unanimously voted to approve the Arrangement Agreement and Plan of Arrangement and the transactions contemplated thereby, and recommended that the FG Board approve the Arrangement. The FG Board, taking into consideration the information presented and the recommendation of the FG Special Committee also approved the Arrangement.

Also on May 30, 2024, meetings of the SGE Board and the SGE Special Committee were held where the proposed transactions and terms of the Arrangement Agreement and Plan of Arrangement were reviewed and considered, and Intrinsic presented the results of their fairness opinion. The SGE Special Committee and the SGE Board evaluated the exchange ratio based on several metrics, including underlying value of the holdings of each company in relation to their respective share prices, the current share price of each company, and the VWAP of each company’s common stock over the most recent 20–90-day period. They also discussed the potential strategic fit and cost savings and other synergies from the proposed Arrangement.

The SGE Special Committee reviewed the information presented and after a thorough discussion, unanimously voted to approve the Arrangement Agreement and Plan of Arrangement and the transactions contemplated thereby, and recommended that the SGE Board approve the Arrangement. The SGE Board, taking into consideration the information presented and the recommendation of the SGE Special Committee also unanimously approved the Arrangement and determined to recommend the Arrangement for approval by SGE stockholders.

SGE’s Reasons for the Business Combination; Recommendation of the SGE Board

In reaching its decision to adopt and approve the Business Combination, and to recommend that its stockholders approve the Business Combination, the SGE Board evaluated the Arrangement Agreement, Plan of Arrangement, and the other contemplated transactions in consultation with SGE’s management, as well as SGE’s financial and legal advisors, and considered a number of factors, including the following:

The SGE Board also considered potential risks related to the Arrangement but concluded that the anticipated benefits of the Arrangement were likely to substantially outweigh these risks. These potential risks include:

The foregoing discussion of the information and factors considered by the SGE Board is not intended to be exhaustive, but includes the material factors considered by the SGE Board. In reaching its decision to approve the Business Combination, the SGE Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The SGE Board considered all these factors as a whole, including through its discussions with SGE’s management and financial and legal advisors.

For the reasons set forth above, the SGE Board determined that the Business Combination is advisable and in the best interests of SGE and its stockholders.

This explanation of the reasoning of the SGE Board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 2.

FOR THE REASONS SET FORTH ABOVE, THE SGE BOARD UNANIMOUSLY RECOMMENDS THAT THE SGE STOCKHOLDERS APPROVE THE BUSINESS COMBINATION.

FG’s Reasons for the Business Combination

In reaching its decision to adopt and approve the Business Combination, the FG Board evaluated the Arrangement Agreement, Plan of Arrangement, and the other contemplated transactions in consultation with FG’s management, as well as FG’s legal advisors, and considered a number of factors, including the following:

The FG Board also considered potential risks related to the Arrangement but concluded that the anticipated benefits of the Arrangement were likely to substantially outweigh these risks. These potential risks include:

The foregoing discussion of the information and factors considered by the FG Board is not intended to be exhaustive but includes the material factors considered by the FG Board. In reaching its decision to approve the Business Combination, the FG Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The FG Board considered all these factors as a whole, including through its discussions with FG’s management and legal advisors.

For the reasons set forth above, the FG Board determined that the Business Combination is advisable and in the best interests of FG and its stockholders, and adopted and approved the Business Combination.

It should be noted that this explanation of the reasoning of the FG Board and all other information presented in this section is forward looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 2.

Fairness Opinion of SGE’s Financial Advisor

On May 30, 2024, the independent members of the SGE Board (with Messrs. Cerminara, Govignon and Roberson recusing themselves) voted to engage Intrinsic as their financial advisor, and to provide an opinion to and for the sole benefit of the SGE Board as to the fairness from a financial point of view to the holders of SGE Common Stock of the Exchange Ratio to be provided in the Arrangement Agreement.

The full text of Intrinsic’s opinion, which sets forth, among other things, the assumptions made, matters considered and limitations on the scope of review undertaken by Intrinsic in rendering its opinion, is attached as Annex B and is incorporated into this joint proxy statement/prospectus by reference in its entirety. Holders of SGE Common Stock are encouraged to read this opinion carefully in its entirety. Intrinsic’s opinion was provided to the special committee and the independent members of the SGE Board for its information in connection with their evaluation of the value of the Business Combination, relates only to the fairness from a financial point of view to the holders of SGE Common Stock of the Exchange Ratio to be provided in the Arrangement Agreement, does not address any other aspect of the proposed Business Combination and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matters relating to the proposed Business Combination. The summary of Intrinsic’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion.

Intrinsic rendered its opinion to the special committee and to the independent members of the SGE Board that, as of May 30, 2024 and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio pursuant to the Arrangement Agreement was fair, from a financial point of view, to the holders of SGE Common Stock.

In arriving at its opinion, Intrinsic, among other things:

In rendering its opinion, Intrinsic has relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished or otherwise made available to Intrinsic by Management (including any materials prepared by third parties and provided to Intrinsic by or on behalf of Management), discussed with Intrinsic by or on behalf of Management, or reviewed by Intrinsic, or that was publicly available, and Intrinsic does not assume any responsibility for or with respect to such data, material, or other information. Intrinsic has not been requested to, and did not perform an independent evaluation, physical inspection or appraisal of any of the assets or liabilities (contingent or otherwise) of the Subject Companies. Intrinsic has further relied upon Management’s representations that Management is not aware of any facts or circumstances that would make such information inaccurate or misleading. Intrinsic has undertaken no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which a Subject Company is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which a Subject Company is or may be a party or is or may be subject. In relying on the financial analyses and forecasts provided to Intrinsic, Intrinsic has assumed, with the consent of the independent members of the SGE Board, that they have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the respective Subject Company’s management as to the future financial performance of such Subject Company, and Intrinsic assumes no responsibility for and expresses no view as to such analyses and forecasts or the assumptions on which they are based. Intrinsic has further relied on the assurances of Management that they are unaware of any facts that would make such business prospects and financial outlook incomplete or misleading.

Intrinsic has also assumed that the Arrangement Agreement will conform in all material respects to the latest available drafts reviewed by Intrinsic; that the Business Combination will be consummated in a timely manner and in accordance with the terms set forth in the Arrangement Agreement and discussed with Management without waiver, modification, or amendment of any material term, condition or agreement; and that all governmental, regulatory, and other consents and approvals necessary for the consummation of the Business Combination will be obtained without any material adverse effect on FG, SGE, the Subject Companies, or on the contemplated benefits of the Business Combination.

Intrinsic has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Subject Companies since the dates of the most recent financial statements and other information, financial or otherwise, provided to Intrinsic, in each case that would be material to its analysis for Intrinsic’s opinion.

Intrinsic’s opinion is necessarily based on financial, economic, market and other conditions as in effect on, and information available to Intrinsic as of, the date of its opinion. Intrinsic has not undertaken to update, reaffirm, revise or withdraw its opinion or otherwise comment upon any events occurring or coming to Intrinsic’s attention after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

Intrinsic’s opinion addresses solely the fairness from a financial point of view, as of May 30, 2024, to the holders of SGE Common Stock of the Exchange Ratio provided for in the Arrangement Agreement and does not address any other terms or agreement relating to the Business Combination or any other matters pertaining to FG or SGE, or any other person or entity. Intrinsic was not authorized, and did not, (i) solicit other potential parties with respect to the Business Combination or any alternatives to the Business Combination or any related transaction with FG or SGE; (ii) negotiate the terms of the Business Combination or any related transaction; or (iii) advise the SGE Board or any other party or entity with respect to alternatives to the Business Combination or any related transaction.

Intrinsic’s opinion was furnished solely for the use and benefit of the special committee and the independent members of the SGE Board (solely in its capacity as such) in connection with its consideration of the Business Combination and is not intended to, and does not, confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, for any other purpose, without Intrinsic’s express, prior written consent. Intrinsic’s opinion should not be construed as creating any fiduciary duty on Intrinsic’s part to any party. Intrinsic’s opinion is not intended to be, and does not constitute, a recommendation to the independent members of the SGE Board, any security holder or any other person or entity as to how to act or vote with respect to any matter relating to the Business Combination.

Intrinsic’s opinion does not constitute legal, regulatory, accounting, insurance, tax or other similar professional advice, and does not address or express an opinion regarding: (i) the underlying business decision of the independent members of the SGE Board or SGE’s security holders to proceed with or effect the Business Combination; (ii) the fairness of any portion or aspect of the Business Combination not expressly addressed in Intrinsic’s opinion; (iii) the fairness of any portion or aspect of the Business Combination to the creditors or other constituencies of FG or SGE other than those set forth in the opinion; (iv) the relative merits of the Business Combination as compared to any alternative business strategies that might exist for FG or SGE or the effect of any other transaction in which FG or SGE might engage; (v) the tax or legal consequences of the Business Combination to FG, SGE, or its respective security holders; (vi) how any security holder should act or vote, as the case may be, with respect to the Business Combination; (vii) the solvency, creditworthiness or fair value of any Subject Company or any other participant in the Business Combination under any applicable laws relating to bankruptcy, insolvency or similar matters; (viii) future price or value of the FG Common Stock or the SGE Common Stock or any other equity interests in FG or SGE or any assets of FG or SGE; or (ix) the fairness of the amount or nature of the compensation to any of FG’s or SGE’s respective officers, directors, or employees relative to the compensation to the other security holders of FG or SGE. Intrinsic’s opinion has been approved by the Opinions Committee of Intrinsic.

Intrinsic’s opinion to the special committee and independent members of the SGE Board was one of many factors taken into consideration by the independent members of the SGE Board in making its determination to approve the Business Combination. The foregoing summary does not purport to be a complete description of the analyses performed by Intrinsic in connection with its opinion and is qualified in its entirety by reference to the written opinion of Intrinsic attached as Annex B.

Interests of FG’s and SGE’s Directors and Executive Officers in the Arrangement

Certain of FG’s and SGE’s directors and executive officers may have interests in the Business Combination or with respect to SGE that are different from, or in addition to, the interests of SGE Stockholders generally. Each of the FG and SGE Boards was aware of these interests and considered them, among other matters, in evaluating and negotiating the Business Combination. These interests are described in “Certain Relationships and Related Person Transactions” beginning on page 49.

Treatment of SGE Equity Awards

The SGE equity awards held by SGE’s directors and executive officers immediately prior to the Effective Time will be treated in the same manner as those SGE equity awards held by other employees generally. Upon completion of the Arrangement, outstanding SGE equity awards will be treated as follows:

Existing SGE Employment Agreements

SGE is party to existing employment agreements with its named executive officers that, in certain cases, provide for payments following a termination of employment in connection with a change in control. The SGE officers are not expected to be terminated in connection with the Arrangement. These employment agreements are described in Item 11 of the SGE Annual Report, which is incorporated herein by reference.

Indemnification; Directors’ and Officers’ Insurance

From and after the Effective Time, the combined company may generally indemnify and hold harmless and advance expenses as incurred to persons, including the SGE directors and executive officers, whether arising before or after the Effective Time, arising out of the fact that any such person is or was a director or officer of SGE or any of its subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by the Arrangement Agreement and Plan of Arrangement. The combined company may obtain a tail policy or other coverage for directors’ and officers’ liability insurance with respect to claims arising from facts or events which occurred at or before the Effective Time, taking into account the costs and benefits associated with an appropriate coverage limit of tail insurance policy.

Board of Directors and Management of FG

The board of directors and management of FG as of the Effective Time of the Arrangement will be the same as the current directors and management of FG.

Governance of FG After the Arrangement

The FG Articles of Incorporation and bylaws, each as in effect immediately prior to the Effective Time, will continue to be the articles of incorporation and bylaws of FG following the consummation of the Arrangement. As stockholders of FG following the consummation of the Arrangement, ownership interests of the former SGE stockholders will be governed by FG’s charter documents as of the Effective Time.

Accounting Treatment

The merger with SGE is an acquisition of the non-controlling interests of a consolidated subsidiary of FG and will be accounted for as an equity transaction in accordance with ASC 810-10-45-22 through ASC 810-10-45-24. The carrying amount of the non-controlling interest will be adjusted to reflect the change in ownership interest in SGE. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received will be recognized in equity/APIC and attributed to the equity holders of the parent in accordance with ASC 810-10-45-23.

Regulatory Approvals

FG and SGE believe that the Arrangement does not raise significant regulatory concerns and that they will be able to obtain all requisite regulatory approvals. However, there can be no assurance that all regulatory approvals will be obtained and, if obtained, there can be no assurances regarding the timing of the approvals, the companies’ ability to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have an adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Arrangement.

Stock Exchange Listings

The FG Common Stock is quoted on Nasdaq under the symbol “FG” and the FG Series A Preferred Stock is quoted on the Nasdaq under the symbol “FGPP.” SGE Common Stock is listed on the NYSE American under the symbol “SGE.” In the Arrangement, the SGE Common Stock will be delisted from NYSE American and deregistered under the Exchange Act.

FG will cause the shares of FG Common Stock to be issued as Arrangement Consideration to be approved for listing on Nasdaq by filing a Listing of Additional Shares Notification Form. Neither FG nor SGE will be required to complete the Arrangement if such shares are not authorized for listing, subject to official notice of issuance. Following the Arrangement, shares of FG Common Stock will continue to be listed on Nasdaq.

THE ARRANGEMENT AGREEMENT

The following description is qualified in its entirety by reference to the full text of the Arrangement Agreement, a copy of which is attached to the accompanying joint proxy statement/prospectus.

Covenants

The Arrangement Agreement contains covenants of each of SGE and FG Québec relating to, among other things, using all commercially reasonable efforts and doing all things reasonably required to cause the Arrangement to become effective on the Effective Date.

Final Order

SGE has agreed to, among other things, subject to the SGE Board of Director’s right to determine not to proceed with the Arrangement and obtaining the approvals as contemplated by the Interim Order and the Arrangement Agreement (including the approval of the Arrangement Resolution by the SGE stockholders and the Regulatory Approvals) and as may be directed by the Court in the Interim Order, file, proceed with and diligently pursue an application for the Final Order.

Conditions to the Arrangement Becoming Effective

The Arrangement is subject to a number of specified conditions, including, amongst other things:

With respect to condition (1) above, the Interim Order was obtained on [●], 2024. The foregoing conditions are for the mutual benefit of the parties to the Arrangement Agreement and may be waived by mutual consent of the parties in writing at any time.

Furthermore, the Arrangement is subject to a number of specific conditions in favour of FG Québec, including, among other things, that dissent rights will not have been exercised prior to the Effective Date by holders of 5% or more of the outstanding SGE Common Shares.

Termination

The Arrangement Agreement may, at any time prior to the Effective Time, be terminated by mutual written consent of the parties. Additionally, either party may terminate the Arrangement Agreement at any time prior to the Effective Time if there will be enacted, amended or made applicable any Law, or there will exist any injunction or court order that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins SGE or FG Québec from consummating the Arrangement and such applicable Law, injunction or court order will have become final and non-appealable.

Furthermore, FG Québec may terminate the Arrangement Agreement at any time prior to the Effective Time, provided that FG Québec is not then in material breach of its obligations under the Arrangement Agreement, if any representation or warranty of SGE under the Arrangement Agreement is materially untrue or incorrect, or will have become untrue or incorrect, or if SGE is in material default of a covenant or obligation under the Arrangement Agreement, in any case such that SGE would be incapable of satisfying its closing conditions. Additionally, SGE may terminate the Arrangement Agreement at any time prior to the Effective Time, provided that SGE is not then in material breach of its obligations under the Arrangement Agreement, if any representation or warranty of FG Québec under the Arrangement Agreement is materially untrue or incorrect, or will have become untrue or incorrect, or if FG Québec is in material default of a covenant or obligation under the Arrangement Agreement, in any case such that FG Québec would be incapable of satisfying its closing conditions. SGE may terminate the Arrangement Agreement by resolution of the SGE Board of Directors without further notice to, or action on the part of, the SGE stockholders and nothing expressed or implied herein or in the Plan of Arrangement will be construed as fettering the absolute discretion by the SGE Board of Directors to elect to terminate the Arrangement Agreement and discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate.

Upon termination of the Arrangement Agreement, no party thereto will have any liability or further obligation to any other party thereunder, except as expressly contemplated by the Arrangement Agreement.

Amendment

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before and after the holding of the SGE Stockholder Meeting but not later than the Effective Time, be amended by mutual written agreement of the parties without, subject to the Interim Order and Final Order and applicable Laws, further notice to or authorization on the part of the SGE stockholders for any reason whatsoever; provided, however, that notwithstanding the foregoing, following the SGE Stockholder Meeting, the distribution of FG Common Stock to SGE stockholders under the Plan of Arrangement will not be decreased without the approval of the SGE stockholders given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court. The Court may also amend the Arrangement Agreement and the Plan of Arrangement in the Final Order.

Expenses of the Arrangement

Except as otherwise specifically provided in the Arrangement Agreement, each party has agreed to pay its respective costs, fees and expenses of the Arrangement incurred in connection with the negotiation, preparation and execution of the Arrangement Agreement, and all documents and instruments executed or delivered pursuant to the Arrangement Agreement, as well as any costs and expenses incurred.

Conduct of Meeting and Other Approvals

Procedure for the Arrangement to Become Effective

The Arrangement is proposed to be carried out under Division 5 of Part 9 of the BCBCA. The following procedural steps must be taken in order for the Arrangement to become effective:

Stockholder Approvals

Pursuant to the terms of the Interim Order, the Arrangement Resolution must, subject to further order of the Court, be approved by at least two-thirds (66 ²/₃%) of the votes cast by the SGE stockholders, voting as a single class, present in person or by proxy at the SGE Stockholder Meeting.

FG Québec has indicated that it will vote all the SGE Common Shares held by it FOR the Arrangement Resolution. FG Québec has advised SGE that it currently holds 6,000,000 SGE Common Shares representing approximately 76% of the issued and outstanding SGE Common Shares, and that the SGE Common Shares held by FG Québec will be voted in favor of the Arrangement Resolution. Accordingly, FG Québec has a sufficient number of SGE Common Shares to ensure that the Arrangement Resolution is approved by not less than 66 2/3% of the votes cast by holders of SGE Common Shares present in person or represented by proxy and entitled to vote at the SGE Stockholder Meeting.

Notwithstanding the foregoing, the Arrangement Resolution authorizes the directors of SGE, at their discretion, without further notice to or approval of the SGE stockholders: (i) to amend or modify the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by their terms; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.

If more than 5% of the issued and outstanding SGE Common Shares become the subject of Dissent Rights, the Arrangement may be terminated by FG Québec.

Court Approval of the Arrangement

Under the BCBCA, SGE is required to obtain the approval of the Court to the calling of the SGE Stockholder Meeting and to the Arrangement. On [●], 2024, prior to the mailing of the materials in respect of the Meeting, SGE obtained the Interim Order providing for the calling and holding of the SGE Stockholder Meeting and other procedural matters.

The Court hearing in respect of the Final Order is scheduled to take place at [●] a.m. (Vancouver time) on [●], 2024, or as soon thereafter as the Court may direct or counsel for SGE may be heard, at the courthouse, 800 Smithe Street, Vancouver, British Columbia V6Z 2E1, subject to the approval of the Arrangement Resolution at the SGE Stockholder Meeting. Any SGE stockholder or any other interested party with leave of the Court desiring to support or oppose the application, may appear (either in person or by counsel) and make submissions at the hearing in respect of the application for the Final Order provided that such person must file with the Court at the Court Registry, 800 Smithe Street, Vancouver, British Columbia V6Z 2E1, a response to petition in the form prescribed by the Supreme Court Civil Rules and deliver a copy thereof, together with a copy of all material on which such person intends to rely at the hearing of the application, to the solicitor for SGE: Gowling WLG (Canada) LLP, 2300 - 550 Burrard Street, Vancouver, British Columbia V6C 2B5, Attention: Cyndi Laval, by or before 12:00 Noon (Vancouver time) on [●], 2024, or as the Court may otherwise direct.

SGE has been advised by its Canadian counsel, Gowling WLG (Canada) LLP, that the Court has broad discretion under the BCBCA when making orders with respect to the Arrangement and that the Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks fit. Depending upon the nature of any required amendments, SGE may determine, acting reasonably, not to proceed with the Arrangement.

DESCRIPTION OF FG SECURITIES

FG is issuing shares of common stock in connection with the Arrangement. For a description of the rights associated with the FG Common Stock, see “Description of Securities” filed as Exhibit 4.4 to FG’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated herein by reference.

COMPARISON OF RIGHTS OF FG STOCKHOLDERS AND SGE STOCKHOLDERS

If the Business Combination is completed, SGE stockholders will receive shares of FG Common Stock and they will cease to be stockholders of SGE. FG is organized under the laws of the State of Nevada. SGE is organized under the laws of the province of British Columbia. The following is a summary of the material differences between (1) the current rights of FG Stockholders under Nevada law and the FG’s governing documents and (2) the current rights of holders of SGE Stockholders under British Columbian law and SGE’s governing documents. The summary is qualified in its entirety by reference to FG’s and SGE’s governing documents, which we urge you to read carefully and in their entirety. Copies of FG’s and SGE’s governing documents have been filed with the SEC. To find out where copies of these documents can be obtained, see the section entitled “Where You Can Find More Information” beginning on page 61.

BENEFICIAL OWNERSHIP OF FG SECURITIES

The following table sets forth certain information regarding the beneficial ownership of shares of FG Common Stock as of June 26, 2024, by:

The number and percentages of shares beneficially owned are based on 28,592,356 common shares outstanding as of June 26, 2024. Information with respect to beneficial ownership has been furnished by each director, executive officer and beneficial owner of more than 5% of FG Common Stock. Beneficial ownership is determined in accordance with the rules of the SEC and requires that such persons have voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person listed below and the percentage ownership of such person, shares of common stock underlying warrants, options and RSUs held by each such person that are exercisable or vest within 60 days of June 26, 2024 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise noted below, and subject to applicable community property laws, the persons named have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Except as otherwise indicated below, the address for each beneficial owner is c/o Fundamental Global Inc., 108 Gateway Blvd., Suite 204, Mooresville, NC 28117.

* Less than 1.0%

BENEFICIAL OWNERSHIP OF SGE SECURITIES

The following table sets forth certain information furnished by current management and others, concerning the beneficial ownership of SGE Common Shares and Class B Shares as of June 26, 2024, of (i) each person who is known to SGE to be the beneficial owner of more than five percent of SGE Common Shares or Class B Shares; (ii) all directors and NEOs; and (iii) directors and executive officers as a group. The percentages below are based on a total of 7,918,285 Common Shares, and 100 Class B Shares outstanding as of June 26, 2024.

The address of each holder listed below, except as otherwise indicated, is c/o Strong Global Entertainment, Inc., 108 Gateway Blvd, Suite 204, Mooresville, North Carolina 28117.

*Less than 1%

Post-Business Combination

The following chart sets forth certain information concerning the expected beneficial ownership of FG Common Stock following the Arrangement (as if the Arrangement had occurred on May 31, 2024) by holders of 5% or more of the FG Common Stock, each of the directors of FG following the Arrangement, each of the named executive officers following the Arrangement, and all directors and named executive officers following the Arrangement as a group. The expected percentage of shares of FG Common Stock after the consummation of the Arrangement is based on 31,469,784 shares of FG Common Stock expected to be issued and outstanding following the Arrangement.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Directors and Officers

Certain officers and directors have overlapping interests with respect to both FG and SGE:

Relationship between SGE and FG

Ownership

FG, directly and indirectly, controls an aggregate of approximately 76% of the ownership interest in SGE. As a result, FG can exercise control over SGE. FG’s ownership position may also have the effect of delaying, preventing or deterring a change of control of SGE, could deprive SGE stockholders of an opportunity to receive a premium for their common stock as part of a sale of SGE and might ultimately affect the market price of SGE Common Stock.

Separation of SGE from FG Group Holdings Inc.

On May 18, 2023, SGE entered into various agreements that governed the separation (“Separation”) of SGE’s entertainment business, which was previously a business line of FG Group Holdings Inc. (“Legacy FGH”), FG’s predecessor, from Legacy FGH and the transfer of that business to SGE to operate as a separate public company.

Master Asset Purchase Agreement

SGE, through its subsidiary, Strong/MDI (“Strong/MDI”), entered into a Master Asset Purchase Agreement and IP Assignment Agreement with FG Québec, a wholly owned subsidiary of SGE, in connection with completion of the Separation. The Master Asset Purchase Agreement and IP Assignment Agreement provided for the transfer from FG Québec to Strong/MDI of assets comprising FG Québec’s operating business, except the Joliette Plant and certain other excluded assets.

IP Assignment Agreement

In order the effect the assignment of certain intellectual property being transferred to Strong/MDI by FG Québec under the Master Asset Purchase Agreement, Strong/MDI entered into an IP Assignment Agreement with FG Québec.

SGE Asset Transfer Agreement

The SGE Asset Transfer Agreement provided for the transfer from SGE to Strong Technical Services, Inc. “STS” of a limited number of contracts and intellectual property used in the Entertainment Business, in a tax-free transfer under Section 351 of the U.S. Internal Revenue Code.

In connection with the SGE Asset Transfer Agreement, STS has agreed to indemnify and hold harmless SGE against future losses, if any, related to current, product liability or personal injury claims arising out of products sold or distributed in the U.S. related to the operations of the businesses transferred to us in the Separation prior to closing of the Separation.

SGE IP Assignment Agreement

In order the effect the assignment of certain intellectual property being transferred to STS by SGE under the SGE Asset Transfer Agreement, STS entered into the SGE IP Assignment Agreement with SGE.

Share Transfer Agreements

In connection with the Separation, SGE entered into the Share Transfer Agreements with FG Québec. The Share Transfer Agreements provided for the transfer to SGE of 100% of the outstanding Common Shares of Strong/MDI and 100% of the outstanding shares of capital stock of STS.

Management Services Agreement and Shared Contracts

SGE entered into a Management Services Agreement with FG in connection with the completion of the Separation and SGE’s initial public offering (“IPO”), effective upon the consummation of the Separation and IPO, pursuant to which SGE and its subsidiaries and SGE and its subsidiaries, provide each other certain services which could include information technology, legal, finance and accounting, human resources, tax, treasury, and other services. Pursuant to the Management Services Agreement, the charges for these services will generally be based on their actual cost basis (with mark-up, if necessary, to comply with applicable transfer pricing principles under Canadian and U.S. tax regulations), except as otherwise agreed. The charges for the services are expected to allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the service, plus, in some cases, the allocated indirect costs of providing the services, generally without profit. The term for the services to be provided are as set forth in the schedules to the Management Services Agreement, and if no term period is provided for a specified service, then such service is to terminate on the second anniversary of the effective date of the Management Services Agreement, provided that upon the expiration of any term, the term will renew automatically for successive periods of one year’s duration unless otherwise set forth therein, and unless the Management Services Agreement is earlier terminated by the parties. The recipient for a particular service generally can terminate that service prior to the scheduled expiration date, subject to a minimum notice period equal to 30 days, and the provider for a particular service generally can terminate that service prior to the scheduled expiration date upon 10 days prior written notice to the recipient, if the recipient has failed to perform any of its material obligations under the Management Services Agreement related to such services, and such failure has continued uncured for a period of 30 days after receipt by the recipient of a written notice of such failure.

If a dispute arises between SGE and FG under the Management Services Agreement, the general counsels of the parties and such other representatives as the parties may designate will negotiate to resolve any disputes for a reasonable period of time. If the parties are unable to resolve the dispute in this manner then, unless otherwise agreed by the parties and except as otherwise set forth in the Master Asset Purchase Agreement, the IP Assignment Agreement, the SGE Asset Transfer Agreement, the SGE IP Assignment Agreement, the Share Transfer Agreements, and the Joliette Plant Lease, the dispute will be resolved through binding confidential arbitration.

In addition to the Management Services Agreement, certain shared contracts were assigned or amended to facilitate the Separation of the SGE business from FG pursuant to the Master Asset Purchase Agreement and the SGE Asset Transfer Agreement. If such contracts may not be fully assigned or amended, or if there is a delay in the assignment of such contracts, the parties are required to take reasonable actions to cause the appropriate party to receive the benefit of the contract after the separation is complete.

Joliette Plant Lease

In connection with the Separation, SGE, through Strong/MDI, entered into the Joliette Plant Lease with FG Québec, effective upon the consummation of the Separation and IPO, pursuant to which Strong/MDI leases the Joliette Plant on a long-term basis. The Joliette plant includes the building (including all constructions, additions, improvements and modifications) and all of the land associated with that property.

The Joliette Plant Lease is a fifteen (15) year triple net lease, with the option of Strong/MDI to renew for five (5) consecutive periods of five years each, and a right of first refusal to purchase the Joliette Plant in the event that FG Québec wishes to sell the property to a third-party in the future. The base rent for the first five years of the Joliette Plant Lease is USD$415,000 per year and will be increased as of the 6th year by 1.5% each year for the duration of the remaining portion of the 15-year lease.

The Joliette Plant Lease is a triple net lease, which means that the landlord, FG Québec, shall not be responsible for any costs, charges, expenses or disbursements in respect of the premises. Under the terms of the lease, Strong/MDI is responsible for all such costs, charges, expenses or disbursements, including but not limited to all real estate taxes, utilities costs, repairs, maintenance and improvements, as well as the costs of all permits, licenses and approvals to operate the Joliette Plant.

Costs Incurred in Connection with IPO

Prior to the Separation, SGE incurred $1.0 million of costs in connection with the IPO which were paid by SGE. SGE reimbursed FG for the costs incurred in connection with the IPO during the fourth quarter of 2023.

Working Capital Advance to Safehaven 2022

SGE formed Safehaven 2022, Inc. to manage the production and financing of the Safehaven television series, one of the projects acquired from Landmark Studio Group LLC (“Landmark”). Safehaven 2022 received working capital advances of $0.7 million, of which $0.6 million was funded by SGE. SGE reimbursed FG for the working capital advances during the fourth quarter of 2023.

Landmark Transaction

In March 2022, a subsidiary of SGE, Strong Studios, Inc., acquired from Landmark the rights to original feature films and television series, and has been assigned third party rights to content for global multiplatform distribution. In connection with such assignment and purchase, Strong Studios agreed to pay to Landmark approximately $1.7 million of which $0.6 million of which was paid by FG. SGE reimbursed FG $0.6 million during 2023.

MDI Acquisition

On May 3, 2024, SGE entered into an acquisition agreement (the “MDI Acquisition Agreement”) with FG Acquisition Corp., a special purpose acquisition company (“FGAC”), Strong/MDI, FGAC Investors LLC, and CG Investments VII Inc., (together with FGAC Investors LLC, the “Sponsors”). FGAC’s currently issued and outstanding Class A restricted voting shares (the “Class A Restricted Voting Shares”) and share purchase warrants (the “Warrants”) are listed on the Toronto Stock Exchange (the “TSX”). In addition, FGAC has approximately 2.9 million Class B shares (the “Class B Shares”) issued and outstanding.

Pursuant to the MDI Acquisition Agreement, FGAC intends to acquire, directly or indirectly, all of the outstanding shares in the capital of Strong/MDI (the “MDI Acquisition”). As a result of the MDI Acquisition, Strong/MDI will become a wholly-owned subsidiary of FGAC. The MDI Acquisition values Strong/MDI at a pre-money valuation of $30 million (as adjusted pursuant to the MDI Acquisition Agreement, the “MDI Equity Value”).

In connection with the closing of the MDI Acquisition (the “MDI Closing”), FGAC intends to rename itself Saltire Holdings, Ltd. (“Saltire”). It is a condition of MDI Closing that the common shares of FGA (the “FGA Common Shares”) be listed and the Warrants continue to be listed on the TSX.

On Closing, FGAC will satisfy the “Purchase Price” (as defined in the MDI Acquisition Agreement) with: (i) cash, in an amount equal to 25% of the net proceeds of a concurrent private placement, if any (the “Cash Consideration”), (ii) the issuance to SGE of preferred shares (“Preferred Shares”) with an initial preferred share redemption amount of $9.0 million, and (iii) the issuance to SGE of that number of FGA Common Shares equal to (a) the MDI Equity Value minus (x) the Cash Consideration and (y) the Preferred Shares, divided by (b) $10.00.

The MDI Closing is conditional on, among other things, there being no legal impediments to closing and all required authorizations, consents and approvals necessary to effect closing having occurred, or being filed or obtained, as applicable, the FGA Common Shares being conditionally listed for trading on a stock exchange, the approval of the MDI Acquisition by the holders of Class A Restricted Voting Shares at a meeting of shareholders to be held in connection with the MDI Acquisition, receipts having been obtained for both the preliminary and final prospectus and other usual and customary conditions for transactions of this nature. The obligations of SGE at Closing are also conditional on, among other usual and customary conditions for transactions of this nature, (a) the truth and accuracy of FGAC’s representations and warranties, (b) the compliance and/ or performance by FGAC of its covenants under the Acquisition Agreement, and (c) there having been no material adverse change with respect to FGAC. The MDI Closing is also conditional on, among other usual and customary conditions for transactions of this nature, the following conditions of the MDI Closing in favour of FGAC: (a) the truth and accuracy of SGE’s and Strong/MDI’s representations and warranties, (b) the compliance and/or performance by SGE and MDI of their covenants under the MDI Acquisition Agreement, (c) the completion of all required third party authorizations, consents and approvals, and (d) there having been no material adverse change with respect to Strong/MDI or its business and there being no events, facts or circumstances that shall have occurred which would result or which could reasonably be expected to result, individually or in the aggregate, in a material adverse change with respect to Strong/MDI or its business.

It is anticipated that, upon completion of the MDI Acquisition, on a non-diluted basis and assuming completion of a $10 million private placement and the issuance of 338,560 FGA Common Shares to CG Investments VII Inc. as consideration for its deferred underwriting fee, SGE will hold an ownership interest of approximately 29.6% in Saltire. If the MDI Acquisition fails to close, SGE would retain its ownership and operation of Strong/MDI.

Director Independence and Controlled Company Exception

FG indirectly holds more than a majority of the voting power of SGE Common Shares eligible to vote in the election of directors. As a result, SGE is a “controlled company” within the meaning of the NYSE American corporate governance standards. Under these NYSE American corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of the Board of Directors consist of independent directors, (2) that the Board of Directors have a Compensation Committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that the Board of Directors have a Nominating and Corporate Governance Committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. SGE has not availed itself of these exceptions.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

This section describes the material U.S. federal income tax consequences of the Business Combination to beneficial owners of SGE Common Shares that exchange their SGE Common Shares for shares of FG Common Stock in the Business Combination. The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury regulations promulgated thereunder and judicial and administrative authorities, rulings and decisions, all as in effect as of the date of this joint proxy statement/prospectus. These authorities may change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any U.S. federal laws other than those pertaining to income tax.

The following discussion applies only to beneficial owners of SGE Common Shares who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment) and acquired such shares on or after May 16, 2023. Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to beneficial owners in light of their particular circumstances and does not apply to beneficial owners subject to special treatment under the U.S. federal income tax laws, including dealers or brokers in securities, commodities or foreign currencies, traders in securities that elect to apply a mark-to-market method of accounting, banks and certain other financial institutions, insurance companies, mutual funds, tax-exempt organizations, holders subject to the alternative minimum tax provisions of the Code, partnerships, S corporations or other pass-through entities or investors therein, regulated investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, former citizens or residents of the United States, U.S. expatriates, holders whose functional currency is not the U.S. dollar, holders who hold SGE Common Shares as part of a hedge, straddle, constructive sale or conversion transaction or other integrated investment, retirement plans, individual retirement accounts, or other tax-deferred accounts, holders who acquired SGE Common Shares pursuant to the exercise of employee stock options, through a tax qualified retirement plan or otherwise as compensation, holders who actually or constructively own more than 5% of SGE Common Shares, holders who actually or constructively own shares of both SGE and FG, or any U.S. holder that at any time during the five-year period prior to the arrangement has owned, directly or constructively (under the attribution rules of Section 958 of the Code), 10% or more of the combined voting power of the SGE Common Shares.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of SGE Common Shares that is for U.S. federal income tax purposes (1) an individual citizen or resident of the United States, (2) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes or (4) an estate, the income of which is subject to U.S. federal income tax, regardless of its source.

For purposes of this discussion, the term “non-U.S. holder” means a beneficial owner of SGE Commons Stock that is neither a U.S. holder nor a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds SGE Common Shares, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that holds SGE Common Shares, and any partners in such partnership, should consult their own tax advisors regarding the tax consequences of the Business Combination to their specific circumstances.

SGE has received a tax opinion from Holland & Hart LLP, U.S. tax counsel to SGE, to the effect that, under currently applicable U.S. federal income tax law and subject to the limitations, qualifications, and assumptions described herein and set forth in the opinion filed as Exhibit 8.1 hereto, (i) the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, (ii) a U.S. holder or non-U.S. holder that receives shares of FG Common Stock in the arrangement in exchange for its SGE Common Shares will not recognize a gain or loss on the exchange, (iii) the aggregate tax basis of the shares of FG Common Stock received in the arrangement by a U.S. holder or non-U.S. holder will equal the aggregate tax basis in the SGE Common Shares surrendered in exchange for the shares of FG Common Stock, and (iv) the holding period of the shares of FG Common Stock received in the arrangement by a U.S. holder or non-U.S. holder will include the holding period of the SGE Common Shares surrendered in exchange for the shares of FG Common Stock.

SGE and FG Québec have not sought and will not seek any ruling from the IRS regarding any matters relating to the Business Combination, and as a result, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below. In addition, if any of the representations or assumptions upon which those conclusions are based is inconsistent with the actual facts, the U.S. federal income tax consequences of the Business Combination could be adversely affected.

Determining the actual tax consequences of the Business Combination to you may be complex and will depend on your specific situation and on factors that are not within the control of SGE, FG Québec, or FG. You should consult your own tax advisor as to the specific tax consequences of the Business Combination in your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, foreign and other tax laws and of changes, if any, in those laws.

U.S. Federal Income Tax Consequences of the Business Combination

In General

Pursuant to the plan of arrangement, the holders of SGE Common Shares (other than those holders that validly exercise dissent rights) will exchange their SGE Common Shares for shares of FG Common Stock, and SGE will amalgamate with 1483530 B.C. LTD, a newly formed subsidiary of FG Québec (“Subco”), to form one corporate entity (“Amalco”), with both SGE and Subco terminating their separate legal existence.

Subject to the discussion below under the heading “PFIC Considerations,” the following are the material U.S. federal income tax consequences of the arrangement to U.S. holders and non-U.S. holders that own SGE Common Shares:

Payment for Dissenting Shares

U.S. Holders

For U.S. federal income tax purposes, U.S. holders that receive payment for their SGE Common Shares pursuant to the exercise of dissent rights will recognize a gain or loss in an amount equal to the difference between the amount realized by the U.S. holder (other than any portion of the payment that represents interest) and the U.S. holder’s tax basis in its SGE Common Shares. Subject to the discussion below under the heading “PFIC Considerations,” any such gain or loss will constitute a capital gain or loss. The gain or loss is determined separately for each block of SGE Common Shares (i.e., SGE Common Shares acquired at the same cost in a single transaction). Capital gains recognized by an individual upon the disposition of SGE Common Shares that have been held for more than one year are generally eligible for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

For U.S. federal income tax purposes, non-U.S. holders that receive payment for their SGE Common Shares pursuant to the exercise of dissent rights will recognize gain or loss in an amount equal to the difference between the amount realized by the non-U.S. holder (other than any portion of the payment that represents interest) and the non-U.S. holder’s tax basis in its SGE Common Shares. Any such gain or loss will constitute capital gain or loss. Gain or loss is determined separately for each block of SGE Common Shares (i.e., SGE Common Shares acquired at the same cost in a single transaction). Any gain that is recognized on a disposition of SGE Common Shares pursuant to the exercise of dissent rights by a non-U.S. holder will not be subject to U.S. federal income tax unless:

In the case of a non-U.S. holder that is described in the first bullet point above, any gain will be subject to U.S. federal income tax at regular graduated rates, and (if the non-U.S. holder is classified as a corporation for U.S. federal income tax purposes) may also be subject to a U.S. branch profits tax at a rate of 30% (or at a lower rate under an applicable income tax treaty) on effectively connected earnings and profits, subject to certain adjustments.

A non-U.S. holder that is described in the second bullet point above will be subject to a flat 30% (or such lower rate specified by an applicable income tax treaty) tax on the gain, which may be offset by U.S.-source capital losses (even if the non-U.S. holder is not considered a resident of the United States), provided that such non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

PFIC Considerations

Notwithstanding the treatment of the Business Combination as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder that disposes of SGE Common Shares pursuant to the Business Combination may be subject to adverse U.S. federal income tax consequences if SGE were classified as a passive foreign investment company (a “PFIC”) for any taxable year that is included in whole or in part during the U.S. holder’s holding period of such SGE Common Shares or during which the U.S. holder owned options that were subsequently exercised to acquire such U.S. Holder’s SGE Common Shares. Specifically, unless such a U.S. holder had made certain elections in prior taxable periods, the U.S. holder may be required to recognize any gain (but not loss) on the SGE Common Shares disposed of and pay tax thereon at ordinary income rates, plus an interest charge.

In general, a non-U.S. corporation, such as SGE, is classified as a PFIC for U.S. federal income tax purposes for any taxable year in which, after applying certain look-through rules, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produces or is held for the production of passive income. SGE believes that it was not a PFIC during its taxable year ended December 31, 2023, and based on current business plans, year-to-date numbers, and financial expectations, SGE does not expect to be a PFIC for its current taxable year beginning January 1, 2024. The remainder of this discussion assumes that SGE was not, and will not be, a PFIC for those taxable periods.

U.S. HOLDERS THAT OWN SGE COMMON SHARES ARE ENCOURAGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE POSSIBLE TREATMENT OF SGE AS A PFIC AND THE CONSEQUENCES OF SUCH TREATMENT.

U.S. Federal Income Tax Consequences Relating to Ownership and Disposition of FG Common Stock by Non-U.S. Holders

Distributions

A distribution of cash or property to a non-U.S. holder with respect to its FG Common Stock generally will be treated as a dividend to the extent paid out of FG’s current or accumulated earnings and profits. If such a distribution exceeds FG’s current and accumulated earnings and profits, the excess will be treated first as a tax-free return of the non-U.S. holder’s tax basis in such FG Common Stock, and thereafter as a capital gain subject to the tax treatment described above in “Payment for Dissenting Shares – Non-U.S. Holders.”

Dividends paid to a non-U.S. holder will generally be subject to withholding of U.S. federal income tax at a 30% rate, or such lower rate as may be specified by an applicable tax treaty. Even if a non-U.S. holder is eligible for a lower treaty rate, a withholding agent will generally be required to withhold at a 30% rate (rather than the lower treaty rate) unless the non-U.S. holder has furnished a valid IRS Form W-8BEN or W-8BEN-E (or other documentary evidence) establishing the non-U.S. holder’s entitlement to the lower treaty rate, and the withholding agent does not have actual knowledge or reason to know to the contrary. A non-U.S. holder eligible for a reduced rate of U.S. federal income tax pursuant to an applicable income tax treaty may obtain a refund of any excess withheld amounts by filing an appropriate claim for refund with the IRS. If the dividends paid to a non-U.S. holder are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States, the dividends will be exempt from the withholding tax described above and instead subject to U.S. federal income tax on a net income basis.

Sales, Exchanges, or other Dispositions of FG Common Stock

A non-U.S. holder that disposes of its FG Common Stock in a taxable disposition will generally be subject to the tax treatment described above under the section entitled “Payment for Dissenting Shares – Non-U.S. Holders.” In addition, non-U.S. holders will be subject to taxation in the United States if the FG Common Stock they hold is treated as an interest in U.S. real property by virtue of FG being treated as a “United States real property holding corporation” (a “USRPHC”) under the Code. FG is not, and does not expect to be, a USRPHC; however, even if it were a USRPHC, so long as shares of its common stock continue to be regularly traded on an established securities market in the United States, within the meaning of applicable Treasury Regulations, a non-U.S. holder will not be subject to U.S. federal income tax on the disposition of shares of FG Common Stock if the non-U.S. holder has not held more than 5% (actually or constructively) of FG’s total outstanding common stock at any time during the shorter of the five-year period preceding the date of disposition, or such non-U.S. holder’s holding period. If a non-U.S. holder exceeds the 5% limit described in the preceding sentence and FG is a USRPHC, the non-U.S. holder will generally be subject to U.S. federal income tax on any gain recognized upon the disposition of such stock at the regular rates applicable to U.S. persons. Such a non-U.S. holder would also generally be subject to such tax on any distribution made with respect to such stock that is not treated as a dividend, as if the non-U.S. holder were a U.S. holder (i.e., the amount not treated as a dividend would be applied against the non-U.S. holder’s basis in the FG Common Stock with respect to which the distribution is made and then taxed as gain from the sale of such stock). Any non-U.S. holder subject to tax as described in the preceding sentences will be required to file a U.S. federal income tax return with the IRS.

Information Reporting and Backup Withholding

U.S. Holders

Payments to a U.S. holder pursuant to the Business Combination may, under certain circumstances, be subject to information reporting and backup withholding. To avoid backup withholding, a U.S. holder should timely complete and return an IRS Form W-9, certifying that such U.S. holder is a “United States person” as defined under the Code, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding. Certain types of U.S. holders (including, with respect to certain types of payments, corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability if the required information is furnished by such U.S. holder on a timely basis to the IRS.

Non-U.S. Holders

A non-U.S. holder may be subject to information reporting and backup withholding for U.S. federal income tax purposes in connection with the Business Combination. Backup withholding will not apply, however, if the applicable withholding agent does not have actual knowledge or reason to know that the holder is a United States person and the non-U.S. holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. Information returns will be filed annually with the IRS in connection with any dividends paid on FG Common Stock to a non-U.S. holder. Copies of these information returns may also be made available under the provisions of a specific tax treaty or other agreement to the tax authorities of the country in which the non-U.S. holder resides.

Foreign Account Tax Compliance Withholding

Sections 1471 to 1474 of the Code (such sections commonly referred to as “FATCA”) impose withholding of 30% on payments of dividends (including constructive dividends received pursuant to a redemption of stock) to stockholders that fail to meet prescribed information reporting or certification requirements. In general, no such withholding will be required with respect to a U.S. holder or an individual non-U.S. holder that timely provides the certifications required on a valid IRS Form W-9 or W-8BEN, respectively. Holders potentially subject to withholding include “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and “non-financial foreign entities” unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interest in or accounts with those entities) have been satisfied, or an exemption applies (typically certified to by the delivery of a properly completed IRS Form W- 8BEN-E). If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution or a non-financial foreign entity generally will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

This discussion of certain material U.S. federal income tax consequences is not intended to be, and should not be construed as, tax advice. Holders of SGE Common Shares 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.

DISSENT RIGHTS

A Registered Shareholder may exercise rights of dissent (the “Dissent Rights”) in connection with the Arrangement with respect to the Common Shares held by such Registered Shareholder pursuant to and in the manner set forth in Sections 237 - 247 of the BCBCA, as may be modified by the Interim Order, the Final Order and Article [●] of the Plan of Arrangement, provided that, notwithstanding subsection 242 of the BCBCA, the written objection contemplated by subsection 242(2) of BCBCA must be received by SGE not later than [●] (Eastern Standard Time) on the date which is two Business Days immediately preceding the SGE Stockholders Meeting. The text of Sections 237 - 247 of the BCBCA is set out in Annex C to this joint proxy statement/prospectus.

A Registered Shareholder who intends to exercise the Dissent Rights must deliver a notice (the “Dissent Notice”) to SGE at the registered office of SGE, at 2300 – 550 Burrard Street, Vancouver, British Columbia Canada V6C 2B5, to be received not later than [●] (Eastern Standard Time) on [●], 2024 and must not vote any Common Shares it holds (the “Dissent Shares”) in favour of the Arrangement. A Non-Registered Shareholder who wishes to exercise the Dissent Rights must arrange for the Registered Shareholder(s) holding its Common Shares to deliver the Dissent Notice. The Dissent Notice must contain all of the information specified in Sections 237 - 247 of the BCBCA. A vote against the Arrangement Resolution does not constitute a Dissent Notice and a Shareholder is not entitled to exercise Dissent Rights with respect to its Common Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder, to vote) or in the case of a beneficial holder caused, or is deemed to have caused, the Registered Shareholder to vote, in favour of the Arrangement at the Meeting.

If the Arrangement Resolution is passed at the Meeting, SGE must send by registered mail to every Dissenting Shareholder, prior to the date set for the hearing of the Final Order, a notice (the “Notice of Intention”) stating that, subject to receipt of the Final Order and satisfaction of the other conditions set out in the Arrangement Agreement, SGE intends to complete the Arrangement, and advising the Dissenting Shareholder that if the Dissenting Shareholder intends to proceed with its exercise of its Dissent Rights, it must deliver to SGE, within one month after the date of the Notice of Intention, a written statement containing the information specified by Sections 237 - 247 of the BCBCA, together with the certificate(s) representing the Dissent Shares.

A Dissenting Shareholder delivering such a written statement may not withdraw from its dissent and, at the Effective Time, will be deemed to have transferred to SGE all of its Dissent Shares (free of any lien, claims or encumbrances). SGE will pay to each Dissenting Shareholder for the Dissent Shares the amount agreed on by SGE and the Dissenting Shareholder. Either SGE or a Dissenting Shareholder may apply to Court if no agreement on the amount to be paid for the Dissent Shares has been reached, and the Court may:

Dissenting Shareholders who are ultimately entitled to be paid fair value for their Common Shares will be entitled to be paid such fair value and will not be entitled to any other payment or consideration, including any payment or consideration that would be payable under the Plan of Arrangement had they not exercised their Dissent Rights.

If a Dissenting Shareholder fails to strictly comply with the requirements of the Dissent Rights set out in Sections 237 - 247 of the BCBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement, it will lose its Dissent Rights, SGE will return to the Dissenting Shareholder the certificate(s) representing the Dissent Shares that were delivered to SGE, if any, and, if the Arrangement is completed, that Dissenting Shareholder will be deemed to have participated in the Arrangement on the same terms as all other Shareholders who are not Dissenting Shareholders. Neither SGE nor any other person will be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Common Shares at or after the Effective Time, and at the Effective Time the names of such Dissenting Shareholders will be deleted from the register of holders of Common Shares maintained by or on behalf of SGE.

Registered Shareholders wishing to exercise Dissent Rights should consult their legal advisers with respect to the legal rights available to them in relation to the Arrangement and the Dissent Rights. Registered Shareholders should note that the exercise of Dissent Rights can be a complex, time-consuming and expensive procedure.

Sections 237 - 247 of the BCBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement, outline certain events when Dissent Rights will cease to apply where such events occur before payment is made to the Dissenting Shareholders of their fair value of the Common Shares surrendered (including if the Arrangement Resolution does not pass or is otherwise not proceeded with). In such events, the Dissenting Shareholders will be entitled to the return of the applicable share certificate(s), if any, and rights as a Shareholder in respect of the applicable Common Shares will be regained.

If a Shareholder exercises the Dissent Right, SGE will on the Effective Date set aside and not distribute that portion of the Fundamental Global Shares, which are attributable to the Common Shares for which Dissent Rights have been exercised. If a Shareholder exercises the Dissent Right but does not properly comply with the dissent procedures or, subsequent to giving his, her or their Dissent Notice, acts inconsistently with such dissent, then SGE will distribute to such Shareholder his, her or their pro-rata portion of the Fundamental Global Shares. If a Shareholder duly complies with the dissent procedures, then SGE will retain the portion of the Fundamental Global Shares attributable to such Shareholder (the “Non-Distributed Shares”), and the Non-Distributed Shares will be dealt with as determined by the Board in its discretion.

If the number of Common Shares held by Shareholders that duly exercise Dissent Rights exceeds 5% of the aggregate number of Common Shares outstanding immediately prior to the Effective Date, the parties to the Arrangement may elect not to complete the Arrangement.

LEGAL MATTERS

Holland & Hart LLP has passed on the validity of the FG Common Stock offered by this joint proxy statement/prospectus.

EXPERTS

The financial statements of FGH as of December 31, 2023 and 2022 and for the years ended December 31, 2023, and 2022 incorporated into this joint proxy statement/prospectus have been audited by Haskell & White LLP, an independent registered public accounting firm, as stated in their report incorporated by reference, which report expresses an unqualified opinion. Such financial statements have been so incorporated in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

The financial statements of SGE as of December 31, 2023 and 2022 and for the years ended December 31, 2023, and 2022 incorporated into this joint proxy statement/prospectus have been audited by Haskell & White LLP, an independent registered public accounting firm, as stated in their report incorporated by reference, which report expresses an unqualified opinion. Such financial statements have been so incorporated in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for FG’s securities is VStock Transfer, LLC.

The transfer agent and registrar for SGE’s securities is Broadridge Corporate Issuer Solutions, Inc.

DELIVERY OF DOCUMENTS TO SECURITYHOLDERS

Pursuant to the rules of the SEC, SGE and servicers SGE employs to deliver communications to its securityholders are permitted to deliver to two or more securityholders sharing the same address a single copy of this joint proxy statement/prospectus. Upon written or oral request, SGE will deliver a separate copy of this joint proxy statement/prospectus to any securityholder at a shared address to which a single copy of this joint proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Securityholders receiving multiple copies of this joint proxy statement/prospectus may likewise request that SGE deliver single copies of proxy statements in the future. Securityholders may notify FG of their requests by calling or writing FG at its principal executive offices at 108 Gateway Boulevard, Suite 204 Mooresville, North Carolina 28117. Securityholders may notify SGE of their requests by calling or writing SGE at its principal executive offices at 108 Gateway Blvd, Suite 204, Mooresville, North Carolina 28117.

SUBMISSION OF SECURITYHOLDER PROPOSALS

The SGE Board of Directors is aware of no other matter that may be brought before the SGE Stockholders Meeting. However, if any matter other than the proposals or related matters should properly come before such meeting, the persons named in the enclosed proxy will vote proxies in accordance with their judgment on those matters.

FUTURE SECURITYHOLDER PROPOSALS

If the Business Combination is completed, SGE Stockholders will be entitled to attend and participate in FG’s annual meetings of stockholders. FG will provide notice of or otherwise publicly disclose the date on which its 2024 annual meeting will be held.

Stockholder proposals will be eligible for consideration by the FG Board of Directors for inclusion in the proxy statement for the 2024 annual meeting of stockholders in accordance with Rule 14a-8 under the Exchange Act. The deadline for submitting such proposals is September 7, 2024 unless the date of the 2024 FG Annual Meeting is more than 30 days before or after the one-year anniversary date of the 2023 FG Annual Meeting, which was held on December 6, 2023, in which case proposals must be submitted a reasonable time before FG prints its proxy materials for the 2024 FG Annual Meeting. The submission of a stockholder proposal does not guarantee that it will be included in FG’s proxy statement.

Stockholders wishing to submit proposals for the 2024 FG Annual Meeting outside the process of Exchange Act Rule 14a-8 or to nominate individuals to FG’s Board of Directors must comply with the advance notice and other provisions of Article I, Section 4 of FG’s bylaws. To be timely, notice of the proposal must be received by the Secretary of FG between August 8, 2024 and September 7, 2024 provided, however, that in the event the date of the 2024 FG Annual Meeting is advanced by more than 30 days before or delayed by more than 60 days after the anniversary date of the 2023 FG Annual Meeting, to be timely, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to the 2024 FG Annual Meeting and not later than the close of business on the later of (i) the 90th day prior to the 2024 FG Annual Meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made.

Stockholder proposals should be addressed to Fundamental Global Inc., 108 Gateway Blvd, Suite 204, Mooresville, NC 28117. The specific requirements for submitting stockholder proposals are set forth in Article I, Section 4 of FG’s bylaws.

SECURITYHOLDER COMMUNICATIONS

Stockholders and interested parties may communicate with the FG Board of Directors or SGE Board of Directors, or any committee chairperson or the non-management directors as a group of any such board by writing to the board or committee chairperson in care of Fundamental Global Inc., 108 Gateway Blvd, Suite 204, Mooresville, NC 28117. Each communication will be forwarded, depending on the subject matter, to the appropriate board of directors, committee chairperson or non-management directors.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of FG or pursuant to the foregoing provisions, FG has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

FG has filed a registration statement on Form S-4 to register with the SEC the FG Common Stock to be issued to SGE stockholders in connection with the Business Combination. This joint proxy statement/prospectus is a part of that registration statement and constitutes a prospectus of FG in addition to being proxy statements of FG and SGE for the Meetings. The registration statement, including the attached exhibits and annexes, contains additional relevant information about FG and SGE. The rules and regulations of the SEC allow FG and SGE to omit certain information included in the registration statement from this joint proxy statement/prospectus.

FG and SGE, as applicable, file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintain a website that contain reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including FG and SGE, as applicable, which you can access at www.sec.gov. In addition, you may obtain free copies of the documents FG and SGE file with the SEC, including the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, by going to FG’s and SGE’s websites at https://fundamentalglobal.com/investor-relations/ and https://strong-entertainment.com/investor-relations/, respectively. The websites of FG and SGE are provided as inactive textual references only. The information contained on or accessible through the websites of FG and SGE (other than the documents listed below that are incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus and is not incorporated by reference herein.

Statements contained or incorporated by reference in this joint proxy statement/prospectus regarding the contents of any contract or other document are not necessarily complete, and each such statement is qualified in its entirety by reference to the full text of that contract or other document filed as an exhibit with the SEC. The SEC allows FG and SGE, as applicable, to “incorporate by reference,” or make secondary documents a part of this filing by attaching the secondary document as an exhibit, in this joint proxy statement/prospectus documents that FG and SGE file with the SEC, including certain information required to be included in the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part. This means that FG and SGE can disclose important information to you by referring you to those documents. The information incorporated by reference herein is considered to be a part of this joint proxy statement/prospectus, and later information that FG and SGE file with the SEC will update and supersede that information. Each of FG and SGE incorporate by reference the following documents and any documents subsequently filed by it pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and before the date of its applicable Meeting (other than, in each case, those documents, or the portions of those documents or exhibits thereto, deemed to be furnished and not filed in accordance with SEC rules). Such documents are considered to be a part of this joint proxy statement/prospectus, effective as of the date such documents are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct. These documents contain important information about FG’s and SGE’s businesses and financial performance.

For the purposes of the filing of this joint proxy statement/prospectus with the SEC and for persons resident in or otherwise subject to applicable securities laws in the United States who receive or view this joint proxy statement/prospectus, the following documents contain important information about us and we incorporate them by reference (excluding any portions of such documents that have been furnished but not filed for purposes of the Exchange Act):

Such documents are considered to be a part of this joint proxy statement/prospectus, effective as of the date such documents are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

This document incorporates by reference the following documents that have been previously filed with the SEC by SGE:

FG has supplied all information contained in or incorporated by reference into this joint proxy statement/prospectus relating to FG, as well as all pro forma financial information, and SGE has supplied all such information relating to SGE.

Documents incorporated by reference are available from FG or SGE, as the case may be, without charge, excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference into this joint proxy statement/prospectus. FG stockholders or SGE stockholders, as applicable, may request a copy of this joint proxy statement/prospectus, any of the documents incorporated by reference in this joint proxy statement/prospectus or other information concerning FG or SGE, without charge, through the SEC’s website at www.sec.gov or by written or telephonic request to:

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the applicable Meeting. Therefore, if you would like to request documents from FG, please do so by [●], 2024, in order to receive them before the FG Stockholder Meeting. If you would like to request documents from SGE, please do so by [●], 2024, in order to receive them before the SGE Stockholder Meeting.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus to vote on the Proposals contained herein. Neither FG nor SGE has authorized anyone to provide you with information that is different from what is contained in this joint proxy statement/prospectus.

If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this joint proxy statement/prospectus or solicitations of proxies are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this joint proxy statement/prospectus does not extend to you.

This joint proxy statement/prospectus is dated [●], 2024. You should not assume that the information in it (or incorporated by reference) is accurate as of any date other than that date or the date of such incorporated document, as applicable, and neither its mailing to FG stockholders or SGE stockholders nor the issuance of FG Common Stock in the Business Combination will create any implication to the contrary.

ANNEX A-1 – THE PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT
UNDER SECTION 288 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1
INTERPRETATION

In this Plan of Arrangement, the following words, terms and expressions (and all grammatical variations thereof) shall have the following meanings:

“Amalco” has the meaning ascribed thereto in subsection 3.1(d);

“Amalco Common Shares” means the common shares without par value in the authorized share structure of Amalco;

“Arrangement” means the arrangement involving SGE and FG Québec under the provisions of Part 9, Division 5 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement or this Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of SGE and Fundamental Global, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated May 30, 2024 between SGE and FG Québec, including all schedules and exhibits and all instruments supplementing, amending, modifying, restating or otherwise confirming the Arrangement Agreement, in each case in accordance with the terms thereof;

“Arrangement Consideration” means 1.5 of a Fundamental Global Share for each one (1) Common Share;

“Arrangement Resolution” means the special resolution of the SGE Shareholders to be considered and, if thought fit, passed by the SGE Shareholders at the SGE Meeting, to be in substantially the form and content of Schedule “B” to the Arrangement Agreement, with such changes as may be agreed to by SGE and Fundamental Global, each acting reasonably;

“BCBCA” means the Business Corporations Act (British Columbia), including all regulations made thereunder, as promulgated or amended from time to time;

“Business Day” means any day on which commercial banks are generally open for business in the City of Vancouver, British Columbia and the City of Montreal, Quebec, other than a Saturday, a Sunday or a day observed as a statutory holiday in the City of Vancouver, British Columbia or the City of Montreal, Quebec;

“Common Shares” means the Class A Common Voting shares of SGE;

“Court” means the Supreme Court of British Columbia;

“CRA” means the Canada Revenue Agency;

“Depositary” means any trust company, bank or other financial institution agreed to in writing by each of the Parties for the purpose of, among other things, exchanging certificates representing Common Shares for the Share Arrangement in connection with the Arrangement;

“Dissent Rights” means the rights of dissent exercisable by the SGE Shareholders in respect of the Arrangement described in Article 4 of this Plan of Arrangement;

“Dissenting Shareholder” means a SGE Shareholder who duly and validly exercises Dissent Rights in respect of the Arrangement in strict compliance with the Dissent Rights described in Article 4 of this Plan of Arrangement and who does not withdraw or be deemed to have withdrawn such exercise of Dissent Rights prior to the Effective Time;

“Effective Date” means the date upon which the Arrangement becomes effective as provided in this Plan of Arrangement;

“Effective Time” means the beginning of the day (Vancouver time) on the Effective Date or such other time as FG Québec and SGE may agree upon in writing;

“FG Québec” means FG Holdings Québec ULC, an unlimited liability company continued under the BCBCA;

“Final Order” means the final order of the Court pursuant to section 291 of the BCBCA, in a form acceptable to FG Québec and SGE, each acting reasonably, approving the Arrangement as such order may be amended by the Court (with the consent of both SGE and FG Québec, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both SGE and FG Québec, each acting reasonably) on appeal;

“Fundamental Global” means Fundamental Global Inc., a company governed by the laws of Nevada;

“Fundamental Global Shares” means the common stock in the capital of Fundamental Global;

“Governmental Entity” means (a) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau or agency, domestic or foreign (including the NYSE America), (b) any subdivision, agent or authority of any of the foregoing or (c) any quasigovernmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“holder” means, when used with reference to the Common Shares, a registered holder of the Common Shares, as shown in the registers maintained by or on behalf of SGE in respect thereof;

“Interim Order” means the interim order of the Court to be issued following the application therefor contemplated by Section 2.2 of the Arrangement Agreement, in a form acceptable to SGE and FG Québec, each acting reasonably, providing for, among other things, the calling and holding of SGE Meeting, as such order may be amended, supplemented or varied by the Court (with the consent of both SGE and FG Québec, each acting reasonably);

“Landmark Warrant” means the share purchase warrant granted by SGE to Landmark Studio Group LLC to purchase up to an aggregate of 150,000 Common Shares;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term “applicable” with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities;

“Letter of Transmittal” means, to the extent necessary, a letter of transmittal that may be sent to holders of Common Shares in connection with the Arrangement providing for the delivery of certificates representing Common Shares to the Depositary;

“Liens” means any hypothecations, mortgages, liens, charges, security interests, pledges, claims, encumbrances and adverse rights or claims, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing, but excluding (i) security interests, liens, charges or other encumbrances or imperfections in title arising in the ordinary course of business or by operation of Law, (ii) security interests, liens, charges or other encumbrances arising under sales contracts with title retention provisions or equipment leases with third parties entered into in the ordinary course of business and (iii) security interests, liens, charges or other encumbrances for taxes or charges from a Governmental Entity which are not due and payable or which thereafter may be paid without penalty;

“Parties” means, collectively, SGE and FG Québec, and “Party” means SGE or FG Québec;

“person” includes an individual, limited or general partnership, limited liability company, limited liability partnership, trust, joint venture, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“Plan of Arrangement” means this Plan of Arrangement and any amendments or variations hereto made in accordance with the provisions of the Arrangement Agreement, the applicable provisions of this Plan of Arrangement or at the direction of the Court in the Final Order with the consent of SGE and FG Québec, each acting reasonably;

“Registrar” means the person appointed as the Registrar of Companies under section 400 of the BCBCA;

“SGE” means Strong Global Entertainment, Inc., a company governed by the laws of the Province of British Columbia;

“SGE Convertible Securities” means, collectively, the SGE RSUs, SGE Options, Landmark Warrants and Think Equity Warrants;

“SGE Meeting” means the annual general and special meeting of the SGE Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving, the Arrangement Resolution;

“SGE Options” means options granted under the 2023 SGE Share Compensation Plan to purchase Common Shares;

“SGE RSUs” means the outstanding restricted share units of SGE issued pursuant to the 2023 Share Compensation Plan.

“SGE Shareholders” means the holders of the Common Shares;

“Subco” means 1483530 B.C. Ltd., a company incorporated under the laws of the Province of British Columbia;

“Subco Shares” means the common shares without par value in the authorized share structure of Subco;

“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder;

“Think Equity Warrants” means the share purchase warrants granted by SGE to Think Equity to purchase up to an aggregate of 170,500 Common Shares;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended; and

“U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended.

“2023 Share Compensation Plan” means the share compensation plan adopted by SGE which contemplated, among other things, the issuance of the SGE RSUs and SGE Options.

All terms used in this Plan of Arrangement that are not defined in Section 1.1 or elsewhere herein and that are defined in the Arrangement Agreement shall have the respective meanings specified in the Arrangement Agreement.

In this Plan of Arrangement:

Article 2
BINDING EFFECT

The Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a part of the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

This Plan of Arrangement shall become effective at the Effective Time and, at and after the Effective Time, shall be binding on:

in each case without any further authorization, act or formality on the part of any person, except as expressly provided herein.

Article 3
THE ARRANGEMENT

Unless otherwise indicated, the following shall occur and shall be deemed to occur, commencing at the Effective Time, sequentially in the following order, and without any further authorization, act or formality on the part of any person except as expressly provided herein:

The exchanges, payments and cancellations contemplated by this Section 3.1 shall be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Time or after the Effective Date.

For greater certainty, the exchange of Common Shares for the Arrangement Consideration pursuant to the Arrangement is a change of Common Shares into Fundamental Global Shares for purposes of the 2023 Share Compensation Plan, and pursuant to section 6.3 of the 2023 Share Compensation Plan and agreements governing the SGE Options and SGE RSUs and the terms of the certificates representing the Landmark Warrants and Think Equity Warrants, upon completion of the Arrangement, holders of the SGE Convertible Securities will be entitled to receive, upon exercise or vesting, as the case may be, of an SGE Convertible Security, for the same aggregate consideration, the Arrangement Consideration in lieu of each Common Share such holder otherwise would have been entitled to receive, subject to any restrictions, limitations or subsequent adjustments that apply after the Effective Time pursuant to the 2023 Share Compensation Plan, such option agreements or such certificates representing the Landmark Warrants and Think Equity Warrants, and provided that the value of any SGE Convertible Security immediately after such change shall not exceed the value of such SGE Convertible Security prior thereto.

Article 4
RIGHTS OF DISSENT

Article 5
CERTIFICATES and fractional shares

No dividends or other distributions paid, declared or made with respect to Fundamental Global Shares with a record date after the Effective Date shall be paid to the holder of any unsurrendered certificate that immediately prior to the Effective Time represented outstanding Common Shares, unless and until the holder of such certificate shall have complied with the provisions of Section 5.1. Subject to applicable Law, and to the provisions of Section 5.5, at the time such holder shall have complied with the provisions of Section 5.1 (or, in the case of clause (b) below, at the appropriate payment date), there shall be paid to such person, without interest, (a) the amount of dividends or other distributions with a record date after the Effective Date theretofore paid with respect to the Fundamental Global Shares to which such person is entitled pursuant hereto, and (b) on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Date but prior to the date of compliance by such person with the provisions of Section 5.1 and a payment date subsequent to the date of such compliance and payable with respect to such Fundamental Global Shares.

In no event shall any holder of Common Shares be entitled to a fractional Fundamental Global Share. Where the aggregate number of Fundamental Global Shares to be issued to an SGE Shareholder as consideration under or as a result of this Arrangement would result in a fraction of a Fundamental Global Share being issuable, the number of Fundamental Global Shares to be received by such SGE Shareholder shall be rounded down to the nearest whole Fundamental Global Share and no SGE Shareholder will be entitled to any compensation in respect of a fractional Fundamental Global Share.

In the event any certificate that immediately prior to the Effective Time represented one or more outstanding Common Shares that were exchanged pursuant to subsection 3.1(b) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and upon such person otherwise complying with the provisions of Section 5.1, such person shall be entitled to receive, in accordance with the provisions of this Article 5, any certificates representing Fundamental Global Shares to which such person is entitled pursuant to Section 5.1, any dividends or other distributions to which such person is entitled pursuant to Section 5.2, in each case less any amount withheld pursuant to Section 5.6; provided that, as a condition precedent to any such issuance and payment, such person shall have provided a bond satisfactory to FG Québec and the Depositary in such amount as FG Québec or the Depositary may direct, or otherwise indemnify SGE and FG Québec in a manner satisfactory to FG Québec against any claim that may be made against SGE or FG Québec with respect to the certificate alleged to have been lost, stolen or destroyed.

Any certificate that immediately prior to the Effective Time represented outstanding Common Shares that were exchanged pursuant to subsection 3.1(b) that is not deposited in the manner required by Section 5.1 on or prior to the sixth anniversary of the Effective Date shall cease to represent a claim or interest of any kind or nature, including as a securityholder of Fundamental Global. On such date, the Fundamental Global Shares to which the holder of such certificate would otherwise have been entitled shall be deemed to have been surrendered for no consideration to FG Québec or its successor. None of SGE, FG Québec, or any of their respective successors (including Amalco), or the Depositary will be liable to any person in respect of any Arrangement Consideration (including any consideration previously held by the Depositary in trust for any such former holder) which is forfeited to SGE, FG Québec, or any of their respective successors (including Amalco) or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

SGE, Subco, Amalco, FG Québec, Fundamental Global, and the Depositary will be entitled to deduct or withhold from any consideration, dividend, or other distribution otherwise payable to any SGE Shareholder, former SGE Shareholder, or holder of Fundamental Global Shares, to the extent applicable, under this Plan of Arrangement (including any payment to Dissenting SGE Shareholders) such amounts as SGE, Subco, Amalco, FG Québec, Fundamental Global, or the Depositary determines, acting reasonably, are required or permitted to be deducted or withheld with respect to such payment under Canadian or United States tax Laws or any other applicable Law. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the person in respect of which such deduction or withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity. To the extent necessary, such deductions or withholdings may be effected by selling any Fundamental Global Shares to which any such person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, deduction, or remittance shall be paid to the person entitled thereto as soon as reasonably practicable.

Under no circumstances shall interest accrue or be paid by Fundamental Global or the Depositary to persons depositing certificates pursuant to Section 5.1, regardless of any delay in making any payment contemplated by this Article 5 in respect of such Fundamental Global Shares.

Notwithstanding any provision herein to the contrary, SGE and FG Québec agree that the Arrangement will be carried out with the intention that all Arrangement Consideration issued on completion of the Plan of Arrangement to the SGE Shareholders will be registered with the U.S. Securities and Exchange Commission or issued in reliance on an exemption from the registration requirements of the U.S. Securities Act.

Article 6
AMENDMENTS

Article 7
FURTHER ASSURANCES and adjustments

Notwithstanding that the transactions contemplated in this Plan of Arrangement shall occur and be deemed to occur in the order set out in Section 3.1 and shall become effective without any further act or formality, each of SGE and FG Québec shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out herein.

Any exchange or transfer of securities pursuant to the Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

From and after the Effective Time: (a) the Plan of Arrangement shall take precedence and priority over any and all Fundamental Global Shares issued prior to the Effective Time, (b) the rights and obligations of the SGE Shareholders, SGE, FG Québec, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in the Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Fundamental Global Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth in the Plan of Arrangement.

ANNEX A-2 – THE ARRANGEMENT AGREEMENT

[Pursuant to Item 601(b)(2)(ii) of Regulation S-K, certain terms to this Annex have been omitted as they are both not material and of the type that the registrant treats as private or confidential. A copy of unredacted copy of the exhibit will be furnished supplementally to the SEC upon request.]

[Exhibits and schedules to this Annex have been omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.]

ARRANGEMENT AGREEMENT

BETWEEN:

FG HOLDINGS QUÉBEC INC.

– and –

STRONG GLOBAL ENTERTAINMENT, INC.

– and –

1483530 B.C. LTD.

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