Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited financial statements of NCTG for the year ended December 31, 2020 and for the period June 1, 2019 (inception) through December 31, 2019, and the report of Thomas Howell Ferguson, P.A., independent auditor, thereon, are filed herewith as Exhibit 99.1 and incorporated herein by reference.

The unaudited financial statements of NCTG as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 are filed herewith as Exhibit 99.2, and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of the Company, reflecting the acquisition of NCTG and TAV as if such acquisition had occurred on June 30, 2021, the pro forma combined statement of operations of the Company for the year ended December 31, 2020 as if the acquisition had occurred on January 1, 2020, and the pro forma combined statement of operations of the Company for the subsequent interim six months ended June 30, 2021 as if the acquisition had occurred on January 1, 2021, are filed herewith as Exhibit 99.3 and incorporated herein by reference. Such unaudited pro forma condensed combined financial statements are not indicative of the operating results or financial position that actually would have been achieved if such acquisition had been in effect on the dates indicated of that may be achieved in future periods, and should be read in conjunction with the financial statements of the Company and NCTG.

--------------------------------------------------------------------------------

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits



 2.1     Equity Purchase Agreement, dated as of April 20, 2021, by and among the
       Company by and among National Consumer Title Insurance Company, a Florida
       corporation, National Consumer Title Group LLC, a Florida limited liability
       company, Southern Fidelity Insurance Company, a Florida corporation,
       Southern Fidelity Managing Agency, LLC, a Florida limited liability company,
       and Preferred Managing Agency, LLC, a Florida limited liability company
       (incorporated by reference to Exhibit 10.1 of that Current Report on Form
       8-K of the Company filed April 26, 2021 with the Securities and Exchange
       Commission (Commission File No. 0-14938).

 2.2     Membership Interest Purchase Agreement, dated as of September 1, 2021, by
       and among the Company and Title Agency Ventures LLC, a Delaware limited
       liability company, and Fidelis US Holdings, Inc., a Delaware Corporations
       (incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K
       (Commission File No. 0-14938) filed September 8, 2021).

23.1     Consent of Thomas Howell Ferguson, P.A., independent auditor. (1)

99.1     The audited financial statements of National Consumer Title Group, LLC as
       of December 31, 2020 and 2019 and for the years then ended. (1)

99.2     The unaudited financial statements of National Consumer Title Group, LLC
       as of June 30, 2021 and for the three and six months then ended. (1)

99.3     The unaudited pro forma combined balance sheet of HG Holdings, Inc.
       reflecting the acquisition of National Consumer Title Group, LLC and Title
       Agency Ventures LLC as if such acquisition occurred on June 30, 2021, and
       the unaudited pro forma combined statement of operations for the year ended
       December 31, 2020 and the subsequent interim six months ended June 30, 2021.
       (1)

 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------


(1)   Filed herewith

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses