UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On February 29, 2024, FG Financial Group, Inc., a Nevada corporation (“FGF” or the “Company”), and FG Group Holdings Inc., a Nevada corporation (“FGH”) completed a merger transaction pursuant to which FGH common stockholders received one share of FGF common stock for each share of common stock of FGH held by such stockholder (“FGF Merger”). In connection with the FGF Merger, the Company changed its name to Fundamental Global Inc. The FGF Merger involved a change of control between two businesses and was accounted for as a reverse acquisition in accordance with ASC 805 – Business Combinations. A reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the acquiree for accounting purposes and the entity whose equity interests are acquired (the legal acquiree) is identified as the acquirer for accounting purposes. FGH was determined to be the accounting acquirer. As a result of the reverse merger of FGF and FGH, the condensed consolidated financial statements for the periods prior to the merger represent the results of FGH, as the accounting acquirer. For periods subsequent to the FGF Merger, the condensed consolidated financial statements represent the combined results of FGH and FGF. We are including in this Current Report on Form 8-K the audited financial statements of FGH for the years ended December 31, 2023 and 2022, which are now the historical audited financial statements of the Company following the consummation of the FGF Merger, as Exhibit 99.1, which is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 23.1 | Consent of Haskell & White LLP | |
| 99.1 | Consolidated Financial Statements of FG Group Holdings Inc. for the years ended December 31, 2023 and 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FUNDAMENTAL GLOBAL INC. | |||
| Date: | June 18, 2024 | By: | /s/ Mark D. Roberson |
| Name: | Mark D. Roberson | ||
| Title: | Chief Financial Officer | ||