Form 15-12G - Securities registration termination [Section 12(g)]
15 March 2024 - 6:34AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
15
CERTIFICATION
AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission
File Number: 001-13906
FG
GROUP HOLDINGS INC.*
(Exact
name of registrant as specified in its charter)
5960
Fairview Road, Suite 275
Charlotte,
NC 28210
(704)
994-8279
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common
Stock, par value $0.01 per share
(Title of each class of securities covered by this Form)
N/A
(Titles
of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please
place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
Rule
12g-4(a)(1) ☒
Rule
12g-4(a)(2) ☐
Rule
12h-3(b)(1)(i) ☒
Rule
12h-3(b)(1)(ii) ☐
Rule
15d-6 ☐
Rule
15d-22(b) ☐
Approximate
number of holders of record as of the certification or notice date: One*
*
On February 29, 2024, pursuant to the terms of a Plan of Merger, dated as of January 3, 2024 (the “Merger Agreement”), by
and among FG Group Holdings, Inc., a Nevada corporation (“FGH”), FG Financial Group, Inc., a Nevada corporation (“FGF”),
and FG Group LLC, a Nevada limited liability company and a wholly owned subsidiary of FGF (“Merger Sub”), FGH merged with
and into Merger Sub, with Merger Sub surviving the merger as a wholly owned subsidiary of FGF (the “Merger”), at which time
the Company’s equity securities ceased to be publicly traded.
Pursuant
to the requirements of the Securities Exchange Act of 1934, FG Group Holdings Inc. has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.
Date:
March 14, 2024 |
By: |
/s/
Mark D. Roberson |
|
|
Mark
D. Roberson |
|
|
Chief
Executive Officer |
FG (AMEX:FGH)
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