Item 7.01 Regulation FD Disclosure
As previously announced, management
of FG Group Holdings Inc., a Nevada corporation (the “Company”), plans to discuss the Company’s financial results for
the quarter ended March 31, 2023, and the Company’s business plan, strategy and outlook on an earnings conference call with analysts
and investors on May 17, 2023, at 8:30 am Eastern Time. The supplemental slides to be referenced during the conference call are furnished
with this Current Report as Exhibit 99.1.
The information contained in Item
7.01 to this Current Report, including in Exhibit 99.1, is being “furnished” and, as such, shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward Looking Statements
In addition to the historical
information in this Current Report and in the exhibit furnished with this Current Report, it includes forward-looking statements which
involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors” section contained
in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on
March 16, 2023, and the following risks and uncertainties: the Company’s ability to maintain and expand its revenue streams to compensate
for the lower demand for the Company’s digital cinema products and installation services; potential interruptions of supplier relationships
or higher prices charged by suppliers; the Company’s ability to successfully compete and introduce enhancements and new features
that achieve market acceptance and that keep pace with technological developments; the Company’s ability to successfully execute
its capital allocation strategy or achieve the returns it expects from these holdings; the Company’s ability to maintain its brand
and reputation and retain or replace its significant customers; challenges associated with the Company’s long sales cycles; the
impact of a challenging global economic environment or a downturn in the markets; the effects of economic, public health, and political
conditions that impact business and consumer confidence and spending, including rising interest rates, periods of heightened inflation
and market instability, the outbreak of any highly infectious or contagious diseases, such as COVID-19 and its variants or other health
epidemics or pandemics, and armed conflicts, such as the ongoing military conflict in Ukraine and related sanctions; economic and political
risks of selling products in foreign countries (including tariffs); risks of non-compliance with U.S. and foreign laws and regulations,
potential sales tax collections and claims for uncollected amounts; cybersecurity risks and risks of damage and interruptions of information
technology systems; the Company’s ability to retain key members of management and successfully integrate new executives; the Company’s
ability to complete acquisitions, strategic investments, entry into new lines of business, divestitures, mergers or other transactions
on acceptable terms, or at all; the impact of economic, public health and political conditions on the companies in which the Company holds
equity stakes; the Company’s ability to utilize or assert its intellectual property rights, the impact of natural disasters and
other catastrophic events, whether natural, man-made, or otherwise (such as the outbreak of any highly infectious or contagious diseases,
or armed conflict); the adequacy of the Company’s insurance; the impact of having a controlling stockholder and vulnerability to
fluctuation in the Company’s stock price. Given the risks and uncertainties, readers should not place undue reliance on any forward-looking
statement and should recognize that the statements are predictions of future results which may not occur as anticipated. Many of the risks
listed above have been, and may further be, exacerbated by the impact of economic, public health (such as a resurgence of the COVID-19
pandemic) and political conditions (such as the military conflict in Ukraine) that impact consumer confidence and spending, particularly
in the cinema, entertainment, and other industries in which the Company and the companies in which the Company holds an equity stake operate,
and the worsening economic environment. Actual results could differ materially from those anticipated in the forward-looking statements
and from historical results, due to the risks and uncertainties described herein, as well as others not now anticipated. New risk factors
emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such
factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. Except where required by law, the Company assumes no obligation to update forward-looking
statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.
