SEC Form SC 13G/A filed by Ballantyne Strong Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FG GROUP HOLDINGS INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
302462106
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 302462106
| 1. | Name of Reporting Person
Par Sanda | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
214,273(1) | ||||
| 6. | Shared Voting Power
1,090,425(1)(2) | |||||
| 7. | Sole Dispositive Power
214,273(1) | |||||
| 8. | Shared Dispositive Power
1,090,425(1)(2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,304,698(1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.70%(3) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Represent former shares of Common Stock of Ballantyne Strong, Inc. which became shares of the Issuer as a result of the name change and reincorporation which took place on December 23, 2022. |
| (2) | 1,090,425 shares of Common Stock of the Issuer held by Sand Capital Associates, LLC may be deemed to be beneficially owned by Par Sanda. |
| (3) | Based on 19,469,649 shares of the Issuer’s Common Stock outstanding on December 6, 2022, as reported in the Issuer’s Current Report on Form 8-K filed on December 7, 2022. |
CUSIP No. 302462106
| 1. | Name of Reporting Person
Sand Capital Associates, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
State of Florida | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
-0- | ||||
| 6. | Shared Voting Power
1,090,425(1)(2) | |||||
| 7. | Sole Dispositive Power
-0- | |||||
| 8. | Shared Dispositive Power
1,090,425(1)(2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,090,425(2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.60%(3) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | 1,090,425 shares of Common Stock of the Issuer held by Sand Capital Associates, LLC may be deemed to be beneficially owned by Par Sanda. |
| (2) | Represent former shares of Common Stock of Ballantyne Strong, Inc. which became shares of the Issuer as a result of the name change and reincorporation which took place on December 23, 2022. |
| (3) | Based on 19,469,649 shares of the Issuer’s Common Stock outstanding on December 6, 2022, as reported in the Issuer’s Current Report on Form 8-K filed on December 7, 2022. |
| Item 1. | |
| (a) | Name of Issuer |
FG Group Holdings Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
4201 Congress Street, Suite 175 Charlotte, North Carolina 28209
Item 2.
| (a) | Name of Person Filing |
Par Sanda; Sand Capital Associates, LLC. (1)
| (b) | Address of Principal Business Office or, if none, Residence |
Par Sanda
501 N. Birch Rd, Unit 3
Fort Lauderdale, FL 33304
Sand Capital Associates, LLC
501 N. Birch Rd, Unit 3
Fort Lauderdale, FL 33304
| (c) | Citizenship |
Par Sanda
United States of America
Sand Capital Associates, LLC
State of Florida, United States of America
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
302462106
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned |
See the responses to Item 9 on the attached cover pages.
| (b) | Percent of class: |
See the responses to Item 11 on the attached cover pages.
| (c) | Number of shares as to which the person has |
| (1) | Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group” for any purpose and each expressly disclaims membership in a group. |
| (i) | Sole power to vote or to direct the vote |
See the responses to Item 5 on the attached cover pages.
| (ii) | Shared power to vote or to direct the vote |
See the responses to Item 6 on the attached cover pages.
| (iii) | Sole power to dispose or to direct the disposition of |
See the responses to Item 7 on the attached cover pages.
| (iv) | Shared power to dispose or to direct the disposition of |
See the responses to Item 8 on the attached cover pages.
| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 13, 2023 |
| SAND CAPITAL ASSOCIATES, LLC |
| /s/ Par Sanda |
| By: Par Sanda |
| Its: Authorized Member |
| PAR SANDA, Individual |
| /s/ Par Sanda |