FG Group Holdings Inc. (NYSEAM:FGH) signed a definitive plan of merger to acquire FG Financial Group, Inc. (NasdaqGM:FGF) from for $28.7 million in a reverse merger transaction on January 3, 2024. FG Group Holdings common stockholders will receive one share of FG Financial common stock for each share of common stock of FG Group Holdings held by such stockholder. Upon completion of the merger, the combined company will be renamed to Fundamental Global Inc. and the common stock and Series A cumulative preferred stock of the combined company will continue to trade on the Nasdaq under the tickers ?FGF? and ?FGFPP,? respectively. It is anticipated that legacy stockholders of FG Group Holdings will own 72% of the outstanding shares of Fundamental Global Inc. common stock and legacy FG Financial common stockholders will own 28% of the outstanding shares of Fundamental Global Inc. common stock following the closing of the transaction. Kyle Cerminara, Chairman of the Board of FG Financial and FG Group Holdings, who will be CEO of the combined company at closing.

The transaction is subject to customary closing conditions, including the approval of the transaction by the stockholders of FG Group Holdings, receipt of consent from the Cayman Islands Monetary Authority, the Form S-4 shall have become effective under the Securities Act of 1933, as amended, Merger shall have been approved for listing on The Nasdaq Stock Market LLC. The plan of merger and transaction was unanimously approved by the independent members of the Board of Directors of each of FG Financial and FG Group Holdings. Additionally, the plan of merger and transaction were approved by the majority stockholder of FG Financial. The transaction is expected to close in early 2024.

Vstock Transfer, LLC acted as transfer agent to FG Financial Group. Brian Blaylock of Snell & Wilmer acted as legal advisor to FG Group Holdings. S. Chase Dowden of Holland & Hart LLP acted as legal advisor to FG Financial Group. FGH Board engaged Intrinsic, LLC as their financial advisor, and to provide an opinion on the fairness from a financial point of view of the holders of FGH Common Stock of the Exchange Ratio to be provided in the Plan of Merger. Intrinsic received a fee of $270,000 for services in connection with its opinion.