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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _____________________ to _______________________

 Commission
file number 001-36366

Global Inc.

 (Exact
name of registrant as specified in its charter)

 Nevada

 46-1119100

 (State
 of incorporation)

 (I.R.S
 Employer Identification No.)

 Gateway Blvd, Suite 204 Mooresville, NC

 28117

 (Address
 of principal executive offices)

 (Zip
 Code)

 (704) 994-8279

 (Registrant's
telephone number)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class

 Trading
 Symbol(s)

 Name
 of Each Exchange on Which Registered

 Common
 Stock, par value $0.001 per share

 FGF

 The
 Nasdaq Stock Market LLC

 8.00%
 Cumulative Preferred Stock, Series A, par value $25.00 per share

 FGFPP

 The
 Nasdaq Stock Market LLC

 Securities
 registered pursuant to Section 12(g) of the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Act") during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Act.:

 Large
 Accelerated Filer

 Accelerated
 Filer

 Non-Accelerated
 Filer

 Smaller
 Reporting Company

 Emerging
 Growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 On
June 28, 2024, the aggregate market value of the Registrant's common stock held by non-affiliates was approximately $ 17.5 million,
computed on the basis of the closing sale price of the Registrant's common stock on that date.

 As
of March 24, 2025, the total number of shares outstanding of the Registrant's common stock was 1,271,619.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the Company's Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference in Part III, Items 10,
11, 12, 13 and 14.

 Table
of Contents

 PART
 I

 ITEM
 1. BUSINESS

 ITEM
 1A. RISK FACTORS

 ITEM
 1B. UNRESOLVED STAFF COMMENTS

 ITEM
 1C. CYBERSECURITY

 ITEM
 2. PROPERTIES

 ITEM
 3. LEGAL PROCEEDINGS

 ITEM
 4. MINE SAFETY DISCLOSURES

 PART
 II

 ITEM
 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM
 6. [RESERVED]

 ITEM
 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM
 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 ITEM
 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 PART
I

 This
Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified
by the use of forward-looking terminology such as "anticipate," "believe," "budget," "can,"
"contemplate," "continue," "could," "envision," "estimate," "expect,"
"evaluate," "forecast," "goal," "guidance," "indicate," "intend,"
"likely," "may," "might," "outlook," "plan," "possibly," "potential,"
"predict," "probable," "probably," "pro-forma," "project," "seek,"
"should," "target," "view," "will," "would," "will be," "will
continue," "will likely result" or the negative thereof or other variations thereon or comparable terminology. In particular,
discussions and statements regarding the Company's future business plans and initiatives are forward-looking in nature. We have
based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these to
be reasonable, such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are
beyond our control. These and other important factors may cause our actual results, performance, or achievements to differ materially
from any future results, performance or achievements expressed or implied by these forward-looking statements and may impact our ability
to implement and execute on our future business plans and initiatives. Management cautions that the forward-looking statements in this
Annual Report on Form 10-K are not guarantees of future performance, and we cannot assume that such statements will be realized or the
forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation, general
conditions in the global economy; risks associated with operating in the merchant banking, and managed services
industries, including inadequately priced insured risks, credit risk; our inability to execute on our multi-industry business strategy
and potential loss of value of investments; risk of becoming an investment company; fluctuations in our short-term results as we implement
our business strategies; risks of being unable to close the sale of our reinsurance business in a reasonable time period or at all; risks
of not being able to execute on our asset management strategy and potential loss of value of holdings; risk
of becoming an investment company; fluctuations in our short-term results as we implement our business strategies; risks of being unable to close the sale of our reinsurance business in
a reasonable time period or at all; risks of not being
unable to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure
of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of
internal controls; our limited operating history as a public company; the requirements of being a public company and losing our status
as a smaller reporting company or becoming an accelerated filer; any potential conflicts of interest between us and our controlling stockholders
and different interests of controlling stockholders; and potential conflicts of interest between us and our directors and executive officers.

 Our
expectations and future plans and initiatives may not be realized. If one of these risks or uncertainties materializes, or if our underlying
assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. You are cautioned not to
place undue reliance on forward-looking statements. The forward-looking statements included or incorporated by reference to the Form
10-K are made only as of the date hereof and do not necessarily reflect our outlook at any other point in time. We do not undertake and
specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements
to reflect new information, future events or developments.

 ITEM
1. BUSINESS

Global Inc. ("FG", "FGF" or the "Company", "we", or "us") is a holding company incorporated
in the state of Nevada. On Decem ber 9, 2022, FG completed its reincorporation from a Delaware corporation
to a Nevada corporation. Our Common Stock and Series A Preferred are currently listed on Nasdaq under the symbols "FGF"
and "FGFPP," respectively. The address of FG's principal executive offices is 108
Gateway Blvd, Suite 204, Mooresville, North Carolina 28117, and its telephone number is (704)
994-8279.

 Recent
Developments

 On
February 29, 2024, FGF and FG Group Holdings, Inc. ("FGH") closed a plan of merger to combine the companies in an
all-stock transaction (the "Merger"). In connection with the Merger, FGH common stockholders received one share of FGF
common stock for each share of common stock of FGH held by such stockholder. Upon completion of the Merger, the combined company was
renamed to Fundamental Global Inc., and the common stock and Series A cumulative preferred stock of the combined company continued to
trade on the Nasdaq Stock Market LLC (the "Nasdaq") under the tickers "FGF" and "FGFPP,"
respectively.

 On
May 3, 2024, Strong Global Entertainment, Inc. ("Strong Global Entertainment" or "SGE") entered into an acquisition agreement
(the "Acquisition Agreement") with FG Acquisition Corp. ("FGAC"), a special purpose acquisition company ("SPAC"),
Strong/MDI Screen Systems, Inc. ("Strong/MDI"), FGAC Investors LLC, and CG Investments VII Inc. The transaction closed
on September 25, 2024. As part of the closing, FGAC was renamed Saltire Holdings, Ltd ("Saltire"), and Saltire acquired
all of the outstanding shares of one of the Company's indirect wholly-owned subsidiaries, Strong/MDI. As a result of the
acquisition, Strong/MDI became a wholly-owned subsidiary of Saltire.

 On
May 30, 2024, the Company and Strong Global Entertainment, an operating company in which we held approximately 76% of the Class A common
shares, entered into a definitive arrangement agreement and plan of arrangement to combine the companies in an all-stock transaction
(the "Arrangement"). Upon completion of the Arrangement, the stockholders of Strong Global Entertainment received 1.5 common
shares of the Company for each share of Strong Global Entertainment. The transaction closed on September 30, 2024. Following the closing,
Strong Global Entertainment ceased to exist, and its common shares were delisted from NYSE American LLC ("NYSE American")
and deregistered under the Securities Exchange Act of 1934 (the "Exchange Act"). As the Company was the majority shareholder
of Strong Global Entertainment, the financial results of Strong Global Entertainment are presented on a consolidated basis in the Company's
consolidated financial statements included in this Annual Report on Form 10-K (this "Form 10-K").

 On
October 10, 2024, the Company's Board of Directors (the "Board") approved a reverse stock split of the
Company's authorized, issued and outstanding shares of the Company's common stock at a ratio of one (1)-for-twenty-five
(25) (the "Reverse Stock Split"). The Reverse Stock Split became effective on October 31, 2024 (the "Effective
Date"), at 5:00 p.m., Eastern Time. The Company's common shares began trading on a split-adjusted basis at the
commencement of trading on November 1, 2024. All equity awards outstanding immediately prior to the Reverse Stock Split were
adjusted to reflect the Reverse Stock Split. As a result of the Reverse Stock Split, all references to the Company's common
stock in this Form 10-K have been adjusted to reflect the Reverse Stock
Split.

 Overview
and Current Business Operations

Global is a holding company that focuses on allocating capital to our business operations including our managed services and merchant
banking business and related real estate and equity holdings.

 Continuing
Operations

 We
currently have two operating business segments, merchant banking and managed services.

 We manage our merchant banking and asset management activities through FG Management Solutions LLC ("FGMS"),
formerly known as FG SPAC Solutions, LLC. Merchant banking services include various strategic, administrative, and regulatory support
services to newly formed SPACs (our "SPAC Platform"). Additionally, the Company co-founded a partnership, FG Merchant Partners,
LP ("FGMP"), formerly known as FG SPAC Partners, LP, to participate as a co-sponsor for newly formed SPACs and other merchant
banking clients.

 Our
merchant banking group provides advisory services, facilitates capital formation and allocates capital to equity holdings. In our SPAC
Platform, this also includes launching, sponsoring and providing strategic, administrative, and regulatory support services to newly
formed SPACs. Our merchant banking division has facilitated the launch of several new companies, including FG Communities, Inc.
("FGC"), a self-managed real estate company focused on a growing portfolio of manufactured housing communities that are owned
and operated by FGC, and Saltire, a Canadian public company that allocates capital to equity,
debt and/or hybrid securities of high-quality private companies, among others.

 Our
wholly-owned subsidiary and managed services business, Strong Technical Services ("STS"), is a leader in the entertainment
industry providing mission critical products and services to cinema exhibitors and entertainment venues for over 90 years. STS
provides comprehensive managed service offerings including remote network operating center support, on-site field service, content delivery, installation and other
services designed to support cinema and entertainment operators.

 Discontinued
Operations

 The
Company operates a reinsurance business, which has been classified as assets held for sale as of December 31, 2024. The Company entered
into an agreement for the sale of a portion of its reinsurance business for $5.6 million, which it expects to close in the first half of 2025. The Company also intends to sell the remaining
portion of the reinsurance business in 2025.

 The
Company previously operated Strong Studios and Strong/MDI. Those business units were sold in 2024 and are no longer part of the Company's
consolidated operations as of December 31, 2024. These discontinued business units are more fully described in Item
8, Note 5, in the Notes to the Consolidated Financial Statements included in this Form 10-K.

 Website

 Our
corporate website is www.fundamentalglobal.com. A copy of our Code of Ethics can be found in the Governance Documents section
of our website. Information contained at the website is not a part of this report.

 Human
Capital Resources

 We
employed 130 persons at December 31, 2024, all of which were full-time. Of these employees, 31 positions were considered operational,
67 were service related and 32 were considered sales and administrative. We are not a party to any collective bargaining agreement.

 The
Company believes it complies with all applicable provincial, state, local and applicable international laws governing nondiscrimination
in employment in every location in which the Company operates. All applicants and employees are treated with the same high level of respect
regardless of their gender, ethnicity, religion, national origin, age, marital status, political affiliation, sexual orientation, gender
identity, disability or protected veteran status. We continue to monitor our demand for skilled and unskilled labor and provide training
and competitive compensation packages in an effort to attract and retain skilled employees.

 Our
managed services business remains deeply rooted in cinema and other entertainment venue-focused services. In this regard, we continuously
drive our efforts to be the best partner for our customers, investment for our shareholders, neighbor in our community and to provide
an empowering work environment for our employees.

 ITEM
1A. RISK FACTORS

 The
Company is engaged in mergers and acquisition activity and may incur significant costs or risks related to execution and integration.

 The
Company has completed several transactions, including the merger of FGF and FGH and the merger of FGF and Strong Global
Entertainment, and is continuing to implement initiatives to streamline and simplify its holding company operations, which may
include additional acquisitions or divestitures. We also recently announced an agreement for the sale of a signification portion of
our reinsurance business. We may incur significant legal, financial advisory, accounting, consulting and other advisory fees,
insurance, internal overhead, public company filing fees, and other regulatory fees, printing costs and other related costs. We may
also incur expenses in connection with the integration of operations. There are many factors that could affect the total amount or
the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate
accurately. These costs may result in the Company taking charges against earnings in future periods.

 We
are integrating multiple mergers, which may be more difficult, costly or time-consuming than expected and the Company may fail to realize
the anticipated benefits.

 The
success of the Company will depend, in part, on the Company's ability to successfully combine and integrate the businesses of FGF
and FGH and Strong Global Entertainment in a manner that does not materially disrupt existing operations or result in decreased revenue
or reputational harm. It is possible that the integration process could result in the loss of key employees, the disruption of either
company's ongoing businesses, difficulties in integrating operations and systems, including communications systems, administrative
and information technology infrastructure and financial reporting and internal control systems, or inconsistencies in standards, controls,
procedures and policies that adversely affect the companies' ability to maintain relationships with clients, customers and employees
or to achieve the anticipated benefits and cost savings of the Merger. Integration efforts may also divert management attention and resources.
These integration matters could have an adverse effect on the Company.

 The
Company's future results may suffer if the Company does not effectively manage the combined operations from the mergers.

 The
Company's future success will depend, in part, upon its ability to manage the combined businesses, which may pose challenges for
management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.
There can be no assurances that the Company will be successful or that it will realize the expected operating efficiencies, cost savings,
revenue enhancements or other benefits currently anticipated from the Merger.

 The
Company may be unable to retain current personnel.

 The
success of the Company will depend in part on its ability to retain the talents and dedication of key employees and officers. It is possible
that these employees and officers may decide not to remain with the Company. If we are unable to retain key employees, including
management, who are critical to the successful integration and future operations of the companies, the Company could face disruptions
in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment
costs. In addition, if key employees terminate their employment, the Company's business activities may be adversely affected and
management's attention may be diverted from successfully integrating the businesses to hiring suitable replacements, all of which
may cause the Company's business to suffer. In addition, the Company may not be able to locate or retain suitable replacements
for any key employees who leave either company.

 Our
capital allocation strategy may not be successful, which could adversely impact our financial condition.

 We
intend to continue allocating part of our cash balances to companies and may engage in mergers, acquisitions and divestitures. These types
of holdings are riskier than holding our cash balances as bank deposits or, for example, conservative options such as treasury bonds
or money market funds. There can be no assurance that we will be able to maintain or enhance the value or the performance of the companies
in which we have invested or may invest in the future, or that we will achieve returns or benefits from these holdings. Under certain
circumstances, significant declines in the fair values of these holdings may require the recognition of other-than-temporary impairment
losses. We may lose all or part of our holdings relating to such companies if their value decreases as a result of their financial performance
or for any other reason. If our interests differ from those of other investors in companies over which we do not have control, we may
be unable to effect any change at those companies. We are not required to meet any diversification standards, and our holdings may continue
to remain concentrated. In addition, we may seek to sell some or all of our existing businesses as part of our holding company strategy.

 If
our capital allocation strategy is not successful or we achieve less than expected returns from these holdings, it could have a material
adverse effect on us. The Board may also change our capital allocation strategy at any time, and such changes could further
increase our exposure, which could adversely impact us.

 Any
potential future acquisitions, strategic investments, entry into new lines of business, divestitures, mergers or joint ventures may subject
us to significant risks, any of which could harm our business.

 Our
long-term strategy may include identifying and acquiring, investing in or merging with suitable candidates on acceptable terms, entry
into new lines of business and markets or divesting of certain business lines or activities. Mergers, acquisitions, divestitures and
entries into new lines of business include a number of risks and present financial, managerial and operational challenges, including
but not limited to:

 diversion
 of management attention from running our existing business;

 possible
 material weaknesses in internal control over financial reporting;

 increased
 expenses including legal, administrative and compensation expenses related to newly hired or terminated employees;

 increased
 costs to integrate, develop or, in the case of a divestiture, separate the technology, personnel, customer base and business practices
 of the acquired, new or divested business or assets;

 potential
 exposure to material liabilities not discovered in the due diligence process;

 potential
 adverse effects on reported results of operations due to possible write-down of goodwill and other intangible assets associated with
 acquisitions;

 potential
 damage to customer relationships or loss of synergies in the case of divestitures; and

 unavailability
 of acquisition financing or inability to obtain such financing on reasonable terms.

 Any
acquired business, technology, service or product, or entry into a new line of business could significantly under-perform relative to
our expectations and may not achieve the benefits we expect. For all these reasons, our pursuit of an acquisition, investment, new line
of business, divestiture, merger or joint venture could cause our actual results to differ materially from those anticipated.

 Our
holdings in special purpose acquisition companies as well as the sponsors of special purpose acquisition companies involve a high degree
of risk.

 We
have invested in initial public offerings ("IPOs") of special purpose acquisition companies, including SPACs that are sponsored
by our affiliates. In general, a SPAC is a special purpose vehicle that is formed to raise capital from the public through an IPO with
the purpose, usually, of using the proceeds to acquire a single unspecified business or assets to be identified after the IPO. The IPO
proceeds are held in a trust account until released to fund a business combination or used to redeem shares sold in the IPO. SPACs are
required to either consummate a business combination or liquidate within a set period of time following their IPO. Because, at the time
of the IPO, the SPAC has no operating history or any plans, arrangements or understandings with any prospective investment targets, we
will have no basis upon which to evaluate the SPAC's ability to achieve its business objectives. If a SPAC fails to complete its
initial business transaction within the required time period, it will never generate any operating revenues and our SPAC holding may
receive only a fixed dollar amount per share upon redemption, or less than such fixed amount in certain circumstances which could significantly
affect our operating results and shareholders' equity.

 Additionally, we have acquired equity interests in various sponsors of SPACs ("Sponsor") and expect to acquire
additional interests in sponsors of SPACs in the future. By investing in a Sponsor, we have provided at-risk capital which allows the
Sponsor to launch the IPO of the SPAC. In exchange for this investment, we own interests in the Sponsor that entitle us to receive distributions
of shares and warrants in the SPAC. These Sponsor interests do not have redemption rights to receive any portion of our original investment
back from the trust account of the SPAC, as is normally associated with an IPO investment directly into a SPAC. Accordingly, an investment
in a Sponsor is subject to a much higher degree of risk than an investment directly in a SPAC's IPO because the entire investment
may be lost if the SPAC is not successful in consummating a business combination. Such potential loss could have a material effect on
our financial results and shareholders' equity.

 As
the number of SPACs evaluating targets increases, attractive targets may become more scarce, and there may be increased competition for
attractive targets. This could increase the cost of an initial business combination and it could even result in an inability to find
a target or to consummate an initial business combination.

 In
recent years, the number of SPACs that have been formed has increased substantially. Many potential targets for special purpose acquisition
companies have already entered into an initial business combination. As a result, at times, fewer attractive targets may be available
to consummate an initial business combination.

 In
addition, because there are more SPACs seeking to enter into an initial business combination with available targets, the competition
for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved
financial terms. Attractive deals could also become more scarce for other reasons, such as economic or industry sector downturns, geopolitical
tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination.
Together, this could increase the cost of, delay or otherwise complicate or frustrate the ability of a SPAC to find and consummate an
initial business combination and may result in an inability to consummate an initial business combination on terms favorable to investors
altogether.

 Furthermore,
the strength of the market for SPAC IPOs has fluctuated substantially from year to year and has experienced cycles of relative strength
and weakness. There can be no assurance that the SPAC market will be strong in the future.

 Our
results of operations will fluctuate from period to period and may not be indicative of our long-term prospects.

 We
anticipate that the performance of our merchant banking and managed services will fluctuate from period to period. In addition,
because we plan to underwrite products and make investments to achieve favorable return on equity over the long-term, our short-term
results of operations may not be indicative of our long-term prospects. Our results of operations may also be adversely impacted by
general economic conditions and the conditions and outlook of the markets for merchant banking and managed services.

 Changes in the value of
our equity holdings could have a significant impact on our reported financial results.

 Our equity holdings comprise
a significant portion of our total assets, and we use several methods to determine the appropriate value for each of our holdings. The
valuation of our holdings under generally accepted accounting principles involves the use of specialists and relies on inputs, assumptions,
and methodologies that can be considered highly subjective and judgmental. For holdings in private companies, there may be limited
publicly available information to use as a basis for our estimates. For holdings in companies that are publicly traded, valuations are
based on current trading prices, some of which are thinly traded and subject to significant price volatility from quarter to quarter.
Any changes to our assumptions and methodologies, or changes in the price of the underlying securities, could have a significant impact
on our reported financial results in any given quarterly or annual period.

 Changes
in the value of the holdings we directly own, or indirectly own through our ownership of equity method holdings, could materially affect
our income and increase the volatility of our earnings.

 As
of December 31, 2024, our consolidated balance sheet includes approximately $60.1 million related to equity and other holdings held directly
by us or indirectly through equity method holdings.

 Included
in the $60.1 million are holdings in FG New America Acquisition Corp, FG Merger Corp, and FGAC, all of which were originally
launched as special purpose acquisition companies. FG New America Acquisition Corp. completed its business combination in July 2021 and
now operates as OppFi, Inc. (NYSE: OPFI). Our holdings consists of approximately 358,000 warrants to purchase common shares of OPFI at
a price of $11.50 per share. FG Merger Corp completed its business combination in August 2023 and now operates as iCoreConnect, Inc.
(NASDAQ: ICCT). Our holdings consists of approximately 45,000 common shares of ICCT as well as approximately 1,240,000 warrants to purchase
preferred shares of ICCT at a price of $11.50 per share, and approximately 190,000 warrants to purchase preferred shares of ICCT at a
price of $15.00 per share. FGAC completed its business combination in September 2024 and now operates as Saltire Capital
Ltd. (TSX: SLT.U) ("Saltire"). Our holdings consists of approximately 2,600,000 common shares of Saltire and 750,000 preferred
shares of Saltire as well as approximately 3,000,000 warrants to purchase common shares of Saltire at a price of $11.50 per share, and
approximately 440,000 warrants to purchase common shares of Saltire at a price of $15.00 per share

 As
of December 31, 2024, Aldel Financial II Inc. ("Aldel II") had not yet completed a business combination agreement. Our holdings
in Aldel II consists of approximately 382,000 shares of Aldel II's common stock, approximately 14,000 warrants with an $11.50 exercise
price and 5-year expiration (the "Aldel II Warrants"), approximately 33,000 warrants with a $15 exercise price and 10-year
expiration.

 In
addition to the holdings noted above, we also hold interests in FGC and Craveworthy LLC, an innovative fast casual restaurant platform company ("Craveworthy"), both of which are private
companies.

 The
change in value of any of the holdings noted above, could significantly impact our reported results and shareholders' equity.

 We
may not be successful in carrying out our asset management strategy, and the fair value of our holdings will be subject to a loss in
value.

 Through
our SPAC sponsorships, we may be subject to lock-up agreements, and our ability to access the capital used to sponsor SPACs may be limited
for a defined period, which may increase a risk of loss of all or a significant portion of value. Our holdings may also become concentrated.
A significant decline in the values of these holdings may produce a large decrease in our consolidated shareholders' equity and
can have a material adverse effect on our consolidated book value per share and earnings.

 We
have no assurance of future business from our managed services customers.

 We
estimate future revenue associated with customers and customer prospects in our managed services business for purposes of financial planning
and measurement of our sales pipeline, but we have limited contractual assurance of future business from our customers. While we do have
arrangements with some of our customers, customers are not required to purchase any minimum amounts and could stop doing business with
us. Some customers maintain simultaneous relationships with our competitors and could shift more of their business away from us if they
choose to do so in the future.

 There
is no guarantee that we will be able to service and retain or renew existing agreements, maintain relationships with any of our customers
or business partners on acceptable terms or at all, or collect amounts owed to us from insolvent customers or business partners. The
loss of any of our large customers could have a material adverse impact on our business.

 Our
operating results could be harmed if we are unable to accurately forecast demand for our products and services and adequately manage
our inventory.

 To
ensure adequate inventory supply for our distribution of projection, audio service and related equipment to cinema operators, we forecast inventory needs, place orders and plan personnel levels based on estimates of future
demand. Our ability to accurately forecast demand for our products and services is limited and could be affected by many factors,
including an increase or decrease in customer demand for our products and services or for products and services of our competitors,
product and service introductions by competitors, unanticipated changes in general market conditions, effects of a global
pandemic and the weakening of economic conditions or consumer confidence in future economic conditions. If we fail to accurately
forecast customer demand, we may experience excess inventory levels or a shortage of products available for sale. Conversely, if we
underestimate customer demand for our products and services, we may not be able to deliver products to meet requirements, and this
could result in damage to our brand and customer relationships and adversely affect our revenue and operating results.

 Interruptions
of, or higher prices of, components from our suppliers may affect our results of operations and financial performance.

 A
portion of our revenues is dependent on the distribution of projections, servers, and other audio-visual products supplied by
various key suppliers. If we fail to maintain satisfactory relationships with our suppliers, or if our suppliers experience
significant financial difficulties, we could experience difficulty in obtaining needed goods and services. Some suppliers could also
decide to reduce inventories or raise prices to increase cash flow. The loss of any one or more of our suppliers could have an
adverse effect on our business, and we may be unable to secure alternative manufacturing arrangements. Even if we are able to obtain
alternative manufacturing arrangements, such arrangements may not be on terms similar to our current arrangements, or we may be
forced to accept less favorable terms in order to secure a supplier as quickly as possible so as to minimize the impact on our
business operations. In addition, any required changes in our suppliers could cause delays in our operations and increase our
production costs and new suppliers may not be able to meet our production demands as to volume, quality, or timeliness.

 The
markets for our products and services are highly competitive and if market share is lost, we may be unable to lower our cost structure
quickly enough to offset the loss of revenue.

 The
markets for our products and services are highly competitive. We expect the intensity of competition in each of these areas to continue
in the future for a number of reasons including:

 Certain
 of our suppliers and competitors in the digital equipment industry have longer operating histories and greater financial, technical,
 marketing and other resources than we do, which, among other things, may permit them to adopt aggressive pricing policies. As a result,
 we may suffer from pricing pressures that could adversely affect our ability to generate revenues and our results of operations.
 Some of our competitors also have greater name and brand recognition and a larger customer base than us.

 Some
 of our competitors are manufacturing their own digital equipment while we employ a distribution business model through our distribution
 agreements with NEC Display Solutions of America, Inc., Barco, Inc. and certain other suppliers. As a result, we may suffer from
 pricing pressures that could adversely affect our ability to generate revenues.

 Suppliers
 could decide to utilize their current sales force to supply their products directly to customers rather than utilizing channels.

 In
addition, we face competition for consumer attention from other forms of entertainment, including streaming services and other forms
of entertainment that may impact the cinema industry. The other forms of entertainment may be more attractive to consumers than those
utilizing our technologies, which could harm our business, prospects and operating results.

 For
these and other reasons, we must continue to enhance our technologies and our existing products and services, and introduce new, high-quality
technologies and products and services to meet the wide variety of competitive pressures that we face. If we are unable to compete successfully,
our business, prospects and results of operations will be materially adversely impacted.

 If
we are unable to maintain our brand and reputation, our business, results of operations and prospects could be materially harmed.

 Our
business, results of operations and prospects depend, in part, on maintaining and strengthening our brand and reputation for providing
high quality products and services. Reputational value is based in large part on perceptions. Although reputations may take decades to
build, any negative incidents can quickly erode trust and confidence, particularly if they result in adverse publicity, governmental
investigations or litigation. If problems with our products cause operational disruption or other difficulties, or there are delays or
other issues with the delivery of our products or services, our brand and reputation could be diminished. Damage to our reputation could
also arise from actual or perceived legal violations, product safety issues, data security breaches, actual or perceived poor employee
relations, actual or perceived poor service, actual or perceived poor privacy practices, operational or sustainability issues, actual
or perceived ethical issues or other events within or outside of our control that generate negative publicity with respect to us. Any
event that has the potential to negatively impact our reputation could lead to lost sales, loss of new opportunities and retention and
recruiting difficulties. If we fail to promote and maintain our brand and reputation successfully, our business, results of operations
and prospects could be materially harmed.

 Our
operating margins may decline as a result of increasing product costs.

 Our
business is subject to pressure on pricing and costs caused by many factors, including supply chain disruption, intense competition,
the cost of components used in our products, labor costs, constrained sourcing capacity, inflationary pressure, pressure from customers
to reduce the prices we charge for our products and services, and changes in consumer demand. Factors including global supply chain disruptions
have resulted in shortages in labor, materials and services. Such shortages have resulted in cost increases, particularly for labor,
and could continue to increase.

 We
are substantially dependent upon significant customers who could cease purchasing our products at any time.

 The
Company's top ten customers accounted for approximately 41% and 38% of consolidated products and services revenues during the year
ended December 31, 2024 and 2023, respectively. Trade accounts receivable from these customers represented approximately 70% of net consolidated
trade receivables at December 31, 2024. One of the our customers accounted for more than 10% of both our consolidated net products and
services revenues during the year ended December 31, 2024 and its net consolidated trade receivables as of December 31, 2024. None of
our customers accounted for more than 10% of both our consolidated products and services net revenues during the year ended December
31, 2023 and its net consolidated trade receivables as of December 31, 2023. While management believes its relationships with such customers
are stable, most arrangements are made by purchase order and are terminable at will by either party. A significant decrease or interruption
in business from the Company's significant customers could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company could also be adversely affected by such factors as changes in foreign currency rates
and weak economic and political conditions in each of the countries in which the Company sells its products and offers its services.

 Our
business is subject to the economic and political risks of selling products in foreign countries.

 Our
business and the businesses of our equity holdings are subject to general political and economic risks, including the adverse impact
of changes to international trade and tariff policies. Recent escalation in tariffs and other political tensions in the United
States and Canada have created uncertainty regarding international trade, unanticipated or unfavorable circumstances arising from
host country laws or regulations, unfavorable changes in U.S. policies on international trade and investment, the imposition of
governmental economic sanctions on countries in which we do business, quotas, capital controls or other trade barriers, whether
adopted by individual governments or addressed by regional trade blocks, threats of war, terrorism or governmental instability,
currency controls, fluctuating exchange rates with respect to sales not denominated in U.S. dollars, changes in import/export
regulations, tariffs and freight rates, potential negative consequences from changes to taxation policies, restrictions on the
transfer of funds into or out of a country and the disruption of operations from labor, political and other disturbances, such as
the impact of the coronavirus and other public health epidemics or pandemics. Government policies on international trade and
investment can affect the demand for our products, impact the competitive position of our products or prevent us from being able to
sell or manufacture products in certain countries. The implementation of more restrictive trade policies, such as higher tariffs or
new barriers to entry, in countries in which we sell large quantities of products and services could negatively impact our business,
financial condition and results of operations. For example, a government's adoption of "buy national" policies or
retaliation by another government against such policies could have a negative impact on our results of operations. If we were unable
to navigate the foreign regulatory environment, or if we were unable to enforce our contractual rights in foreign countries, our
business could be adversely impacted. Any of these events could reduce our sales, limit the prices at which we can sell our
products, interrupt our supply chain or otherwise have an adverse effect on our operating performance.

 Any
of these factors could adversely affect our activities and our business, financial condition and results of operations.

 The
risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could have a significant
impact on our financial condition, results of operations and strategic objectives.

 Our
global operations subject us to regulation by U.S. federal and state laws and multiple foreign laws, regulations and policies, which
could result in conflicting legal requirements. These laws and regulations are complex, change frequently, have tended to become more
stringent over time and increase our cost of doing business. These laws and regulations include import and export control, environmental,
health and safety regulations, data privacy requirements, international labor laws and work councils and anti-corruption and bribery
laws such as the U.S. Foreign Corrupt Practices Act, the U.N. Convention Against Bribery and local laws prohibiting corrupt payments
to government officials. We are subject to the risk that we, our employees, our affiliated entities, contractors, agents or their respective
officers, directors, employees and agents may take action determined to be in violation of any of these laws. An actual or alleged violation
could result in substantial fines, sanctions, civil or criminal penalties, debarment from government contracts, curtailment of operations
in certain jurisdictions, competitive or reputational harm, litigation or regulatory action and other consequences that might adversely
affect our financial condition, results of operations and strategic objectives.

 In
addition, we are subject to foreign anti-corruption laws and regulations. In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited
payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. We cannot predict
the nature, scope or effect of future regulatory requirements to which our operations might be subject or the manner in which existing
laws might be administered or interpreted. Failure by us or our predecessors to comply with the applicable legislation and other similar
foreign laws could expose us and our senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal
expenses and reputational damage, all of which could materially and adversely affect our business, financial condition and results of
operations. Likewise, any investigation of any alleged violations of the applicable anti-corruption legislation by foreign
authorities could also have an adverse impact on our business, financial condition and results of operations.

 Failure
to effectively utilize or successfully assert intellectual property rights could negatively impact us.

 We
own or otherwise have rights to various trademarks and trade names used in conjunction with the sale of our products, the most significant
of which is Strong. We rely on trademark laws to protect these intellectual property rights. We cannot assure that these intellectual
property rights will be effectively utilized or, if necessary, successfully asserted. There is a risk that we will not be able to obtain
and perfect our own intellectual property rights, or, where appropriate, license from others, intellectual property rights necessary
to support new product introductions. Our intellectual property rights, and any additional rights we may obtain in the future, may be
invalidated, circumvented or challenged in the future. Our failure to perfect or successfully assert intellectual property rights could
harm our competitive position and could negatively impact us.

 The
insurance that we maintain may not fully cover all potential exposures.

 We
maintain property, business interruption and casualty insurance but such insurance may not cover all risks associated with the hazards
of our business and is subject to limitations, including deductibles and maximum liabilities covered. We are potentially at risk if one
or more of our insurance carriers fail. Additionally, severe disruptions in the domestic and global financial markets could adversely
impact the ratings and survival of some insurers. In the future, we may not be able to obtain coverage at current levels, and our premiums
may increase significantly on coverage that we maintain.

 Risks
Relating to Our Reinsurance Business

 Failure
to complete the sale of all or a substantial portion of our reinsurance business may have a material adverse effect on our future business,
financial condition, results of operations and prospects.

 We
entered into an agreement to sell a significant portion of our reinsurance business and have classified our reinsurance operations as
discontinued operations. There is no assurance that the sale will be completed or that we will realize the planned proceeds or fully
exit the reinsurance business.

 In
the event we remain in the reinsurance business, we will be required to maintain approvals from insurance regulators, may need to allocate
additional capital to our reinsurance operations and will continue to depend on third party cedents and specialists for evaluating and
managing underwriting risks and determining loss reserves in our quota share reinsurance contracts. Failure to comply with the laws,
regulations and requirements applicable to a Cayman Islands-domiciled reinsurance subsidiary could result in consequences which may have
a material adverse effect on our business and results of operations. Our future business plans may also require advance approval of our
insurance operations. Failure to receive or maintain the licenses necessary to execute on our strategy or receive necessary approvals
may have a material adverse effect on our future business. If we were unable to maintain those approvals or manage our reinsurance risks,
the value of our reinsurance assets could be significantly impacted. If our loss reserves are determined to be inadequate, we would be
required to increase loss reserves at the time of such determination with a corresponding reduction in our net income in the period when
the deficiency becomes known. It is possible that claims in respect of events that have occurred could exceed our claim reserves and
have a material adverse effect on our results of operations, in a particular period, or our financial condition in general. As a compounding
factor, although most insurance contracts have policy limits, the nature of property and casualty insurance and reinsurance is such that
losses and the associated expenses can exceed policy limits for a variety of reasons and could significantly exceed the premiums received
on the underlying policies, thereby further adversely affecting our financial condition.

 Legal
and Regulatory Risks

 The
requirements of being a public company may strain our resources, divert management's attention, affect our ability to attract and
retain qualified board members and have a material adverse effect on us and our stockholders.

 As
a publicly traded company, we are required to develop and implement substantial control systems, policies and procedures to satisfy our
periodic SEC reporting and Nasdaq obligations. Management's previous experience may not be sufficient to successfully develop and
implement these systems, policies and procedures and to operate our Company. Failure to do so could jeopardize our status as a public
company, and the loss of such status may have a material adverse effect on us and our stockholders.

 In
addition, as a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank
Act, and Nasdaq rules, including those promulgated in response to the Sarbanes-Oxley Act. The requirements of these rules and regulations
increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand
on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with
respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure
controls and procedures and internal controls for financial reporting. To maintain and improve the effectiveness of our disclosure controls
and procedures, we need to continually commit significant resources, maintain staff and provide additional management oversight. In addition,
implementing our business strategy and sustaining our growth will require us to commit additional management, operational and financial
resources to identify new professionals to join our organization and to maintain appropriate operational and financial systems to adequately
support expansion. These activities may divert management's attention from other business concerns, which could have a material
adverse effect on our business, financial condition, results of operations and cash flows.

 We
are subject to the risk of becoming an investment company under the Investment Company Act.

 We
are subject to the risk of inadvertently becoming an investment company, which could require us to register under the Investment Company
Act of 1940, as amended (the "Investment Company Act"). Registered investment companies are subject to extensive, restrictive
and potentially adverse regulations relating to, among other things, operating methods, management, capital structure, dividends and
transactions with affiliates. Registered investment companies are not permitted to operate their business in the manner in which we currently
operate and plan to operate our business in the future.

 We
plan to monitor the value of our holdings and structure our operations and transactions to qualify for exemptions under the Investment
Company Act. Accordingly, we may structure transactions in manners less advantageous than if we did not have Investment Company Act considerations,
or we may avoid otherwise economically desirable transactions due to those considerations. In addition, adverse developments with respect to
our ownership of our operating subsidiaries, including significant appreciation or depreciation in the market value of certain of our
publicly traded holdings, could result in our inadvertently becoming an investment company. If it were established that we were an investment
company, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive
relief, or both, in an action brought by the SEC, that we would be unable to enforce contracts with third parties, or that third parties
could seek to obtain rescission of transactions with us undertaken during the period it was established that we were an unregistered
investment company.

 If
we fail to establish and maintain an effective system of integrated internal controls, we may not be able to report our financial results
accurately, which could have a material adverse effect on our business, financial condition and results of operations.

 Ensuring
that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements
on a timely basis is a costly and time-consuming effort that we will need to evaluate frequently. Section 404 of the Sarbanes-Oxley Act
requires public companies to conduct an annual review and evaluation of their internal controls and attestations of the effectiveness
of internal controls by independent auditors. We currently qualify as a smaller reporting company and nonaccelerated filer under the
regulations of the SEC. As a nonaccelerated filer, we are exempt from the requirement to include the auditor's report of the effectiveness
of internal control over financial reporting until such time as we no longer qualify as a nonaccelerated filer, based on our public float
and reporting more than $100 million in annual revenues in a fiscal year. Regardless of our qualification status, we have implemented
control systems and procedures to satisfy the reporting requirements under the Exchange Act and applicable requirements of Nasdaq, among
other items. Maintaining these internal controls is costly and may divert management's attention.

 Our
evaluation of our internal controls over financial reporting may identify material weaknesses that may cause us to be unable to report
our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC,
or violations of Nasdaq's listing rules. There also could be a negative reaction in the financial markets due to a loss of investor
confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could
suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial
reporting. This may have a material adverse effect on our business, financial condition and results of operations and could also lead
to a decline in the price of our common stock.

 While
we currently qualify as a smaller reporting company under SEC regulations, we cannot be certain, if we take advantage of the reduced
disclosure requirements applicable to these companies, that we will not make our stock less attractive to investors. If we lose smaller
reporting company status, the costs and demands placed upon our management would be expected to increase.

 The
SEC's rules exempt smaller reporting companies, like us, from various reporting requirements applicable to public companies that
are not smaller reporting companies. So long as we qualify as a nonaccelerated filer, based on our public float, and report less than
$100 million in annual revenues in a fiscal year, we are permitted, and we intend, to omit the auditor's attestation on internal
control over financial reporting that would otherwise be required by the Sarbanes-Oxley Act.

 Until
such time that we lose smaller reporting company status, it is unclear if investors will find our stock less attractive because we may
rely on certain disclosure exemptions. If some investors find our stock less attractive as a result, there may be a less active trading
market for the stock, and our stock price may be more volatile and could cause our stock price to decline. Even if we remain a smaller
reporting company, if our public float exceeds $75 million and we report $100 million or more in annual revenues in a fiscal year, we
will become subject to the provisions of Section 404(b) of the Sarbanes-Oxley Act, requiring our independent registered public accounting
firm to provide an attestation report on the effectiveness of our internal control over financial reporting, making the public reporting
process more costly.

 Holders
of our outstanding shares of 8.00% Cumulative Preferred Stock, Series A, have dividend, liquidation and other rights that are senior
to the rights of holders of our common shares.

 As
of December 31, 2024, we have issued and outstanding 894,580 shares of preferred stock designated as 8.00% Cumulative Preferred Stock,
Series A, par value $25.00 per share (the "Series A Preferred Stock"). The aggregate liquidation preference with respect
to the outstanding shares of Series A Preferred Stock is approximately $22.4 million, and annual dividends on the outstanding shares
of Series A Preferred Stock are approximately $1.8 million. Holders of our Series A Preferred Stock are entitled to receive, when, as
and if declared by our Board cumulative cash dividends from and including the original issue date at the rate of 8.00% of
the $25.00 per share liquidation preference per annum (equivalent to $2.00 per annum per share). Upon our voluntary or involuntary liquidation,
dissolution or winding up, before any payment is made to holders of our common shares, holders of these preferred shares are entitled
to receive, for each share held, an amount equal to the $25.00 liquidation preference and unpaid dividends. This would reduce the remaining
amount of our assets, if any, available to distribute to holders of our common shares.

 Our
Board has the authority to designate and issue additional preferred shares with liquidation, dividend and other rights that
are senior to those of our common shares, similar or senior to the rights of the holders of our Series A Preferred Stock. Because our
decision to issue additional securities will depend on market conditions and other factors beyond our control, we cannot predict or estimate
the amount, timing or nature of any future offerings. Thus, our stockholders bear the risk that future securities issuances might dilute
their interests and reduce the market price of our stock.

 We
may fail to satisfy the continued listing standards of Nasdaq, in which case our stock might be delisted.

 Even
though we currently satisfy the continued listing standards for Nasdaq and expect to continue to do so, we can provide no assurance that
we will continue to satisfy the continued listing standards in the future. In the event that we are unable to satisfy the continued listing
standards of Nasdaq, our stock may be delisted from that market. Any delisting of our stock from Nasdaq could:

 adversely
 affect our ability to attract new investors;

 decrease
 the liquidity of our outstanding stock;

 reduce
 our flexibility to raise additional capital;

 reduce
 the price at which our stocks trade; and

 increase
 the transaction costs inherent in trading our stock, with overall negative effects for our stockholders.

 In
addition, delisting our stock could deter broker-dealers from making a market in or otherwise seeking or generating interest in our stock
and might deter some institutions or others from investing in our securities at all. For these reasons and others, delisting could adversely
affect the price of our stock and our business, financial condition and results of operations.

 Technology
and Operational Risks

 Our
information technology systems may fail or suffer a loss of security which may have a material adverse effect on our business.

 Our
business is highly dependent upon the successful and uninterrupted functioning of our computer and data processing systems. Our operations
are dependent upon our ability to process our business timely and efficiently and protect our information systems from physical loss
or unauthorized access. In the event that our systems cannot be accessed due to a natural catastrophe, terrorist attack or power outage,
or systems and telecommunications failures or outages, external attacks such as computer viruses, malware or cyber-attacks, or other
disruptions occur, our ability to perform business operations on a timely basis could be significantly impaired and may cause our systems
to be inaccessible for an extended period of time. A sustained business interruption or system failure could adversely impact our ability
to perform necessary business operations in a timely manner, hurt our relationships with our business partners and customers and have
a material adverse effect on our financial condition and results of operations.

 Our
operations also depend on the reliable and secure processing, storage and transmission of confidential and other information in our computer
systems and networks. From time to time, we may experience threats to our data and systems, including malware and computer virus attacks,
unauthorized access, systems failures and disruptions. Computer viruses, hackers, phishing attacks, social engineering schemes, ransomware,
employee misconduct and other external hazards could expose our data systems to security breaches, cyber-attacks or other disruptions.
In addition, we routinely transmit and receive personal, confidential and proprietary information by electronic means. Our systems and
networks may be subject to breaches or interference. Any such event may result in operational disruptions as well as unauthorized access
to or the disclosure or loss of our proprietary information or our customers' information or theft of funds and other monetary
loss, which in turn may result in legal claims, regulatory scrutiny and liability, damage to our reputation, the incurrence of costs
to eliminate or mitigate further exposure, the loss of customers or affiliated advisers or other damage to our business.

 Risks
Related to Our Significant Shareholder

 FG
Financial Holdings, LLC ("FG Holdings") and its affiliated entity control a substantial interest in us and thus may exert
substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

 As
of December 31, 2024, FG Holdings and its affiliates own approximately 26.0% of our issued and outstanding common stock. Accordingly,
they may exert a substantial influence on actions requiring a stockholder vote, including election of directors, potentially in a
manner that you do not support. D. Kyle Cerminara, our Chief Executive Officer and Chairman of our Board, serves as
Chief Executive Officer, Co-Founder and Partner of FG Holdings. Due to his position as a member of our Board as well as his
positions at FG Holdings, he has considerable influence on actions requiring a stockholder vote, including decisions regarding mergers, acquisitions, going private and other extraordinary transactions, and he
may significantly influence the terms of any of these transactions.

 Some
of our directors and officers also serve as directors and/or executive officers for other public companies or for our controlling stockholders
or their affiliates, which may lead to conflicting interests.

 Mr.
Cerminara serves as an executive officer of FG Holdings and its affiliated entity, which together, as of December 31, 2024,
beneficially owned approximately 29.0% of our outstanding shares of common stock. Scott D. Wollney, one of our directors, serves as
an executive officer and director of Atlas Financial Holdings, Inc. (Nasdaq: AFH) ("Atlas"), a commercial automobile
managing general agency. The head of our merchant banking business, Larry G. Swets, Jr., serves as director of GreenFirst Forest Products Inc.
(TSXV: GFP) and Saltire. He also serves as the Executive Chair of Saltire.

 Certain
of our executive officers and members of our Board have fiduciary duties to our stockholders; likewise, persons who serve in similar
capacities at other public companies have fiduciary duties to those companies' investors. There may be potential conflicts of
interest if our Company and one or more of these other companies pursue acquisitions and other business opportunities that may be
suitable for each of us. Our directors who find themselves in these multiple roles may, as a result, have conflicts of interest or
the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they
owe fiduciary duties. Furthermore, our directors who find themselves in these multiple roles own stock options, shares of common
stock and other securities in some of these entities. These ownership interests could create, or appear to create, potential
conflicts of interest when the applicable individuals are faced with decisions that could have different implications for our
Company and these other entities. From time to time, we may enter into transactions with or participate jointly in ventures with
those other entities or their affiliates. We may create new situations in the future in which our directors serve as directors or
executive officers in future holdings of such entities.

 Our
executive officers and directors allocate their time to our and other businesses in which they are involved, at their discretion, potentially
to the detriment of the Company.

 Certain
of our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in
conflicts of interest in allocating their time between our operations and those other businesses in which they are involved. If those
executive officers and directors elect to devote substantial amounts of time to the affairs of other businesses, in excess
of current levels, they might not assign sufficient attention to the Company, potentially impairing our results of operations, financial
condition, and prospects and the value of our securities.

 Members
of our management and companies with which they are affiliated in the past have been, and may in the future be, involved in civil disputes
and litigation and governmental investigations relating to their business affairs unrelated to the Company. Any such claims or investigations
may divert management's attention from our business or be detrimental to our reputation, resulting in adverse effects upon our
results of operations, financial condition, and prospects and the value of our securities held by investors.

 General
Risk Factors

 Unfavorable
global economic conditions could adversely affect our business, financial condition or results of operations.

 Our
results of operations and the implementation of our business strategies could be adversely affected by general conditions in the global
economy, including conditions that are outside of our control. A severe or prolonged economic downturn could result in a variety of risks
to our business and could delay the implementation of our new business strategy.

 In
the event of a major disruption, we may lose the services of our employees, experience system interruptions or face challenges accessing
the capital or credit markets, which could lead to diminishment of our business operations. Any of the foregoing could harm our business
and delay the implementation of our business strategy.

 Adverse
developments in the financial markets could have a material adverse effect on our results of operations, financial position and our businesses,
and may also limit our access to capital.

 Adverse
developments in the financial markets, such as disruptions, uncertainty or volatility in the capital and credit markets, may result in
realized and unrealized capital losses that could have a material adverse effect on our results of operations, financial position and
our businesses, and may also limit our access to capital required to operate our business. Depending on market conditions, we could incur
additional realized and unrealized losses on our portfolio of equity and other holdings in future periods, which could have a material
adverse effect on our results of operations, financial condition and business. Economic conditions could also have a material impact
on the frequency and severity of claims and therefore could negatively impact our underwriting returns. The volatility in the financial
markets could continue to significantly affect the returns on our equity and other holdings, reported results, and shareholders'
equity.

 The
capital requirements of our businesses depend on many factors, including regulatory requirements, the performance of our portfolio of
equity and other holdings, our ability to write new business successfully, the frequency and severity of catastrophe events and our ability
to establish premium rates and reserves at levels sufficient to cover losses.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Risks
from cybersecurity threats are managed across the Company, third-party suppliers and vendors. Monitoring such risks and threats is integrated
into the Company's overall risk management program.

 The
Company regularly assesses risks from cybersecurity and technology threats and monitors information systems for potential vulnerabilities.
The Company maintains technical and organizational safeguards and also leverages third-party specialists in risk management to assist
in implementing processes to oversee and identify material risks from cybersecurity threats associated with third-party service providers.

 Our
operations depend on our ability to process our business timely and efficiently and protect our information systems from physical loss
or unauthorized access. A sustained business interruption or system failure could adversely impact our ability to perform necessary business
operations promptly, hurt our relationships with our business partners and customers, and have a material adverse effect on our financial
condition and results of operations.

 In
the event of an incident, the Company focuses on responding to and containing the threat and minimizing any business impact, as appropriate.
In the event of an incident, senior management assesses, among other factors, safety impact, data loss, business operations disruption,
projected cost and potential for reputational harm.

 To
date, the Company has no t experienced any material cybersecurity incidents. For a discussion of whether any risks from cybersecurity
threats are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition,
see "Item 1A. Risk Factors — Technology and Operational Risks."

 The Company's Chief Financial Officer, Chief Accounting Officer and information technology team (the "IT Team") lead the implementation of information system controls and are responsible for monitoring the controls to ensure they remain
appropriate. The Audit Committee of the Board, with input from senior management, assesses the Company's cybersecurity, other information
technology risks, threats, and the measures implemented by the Company to mitigate and prevent cyberattacks. The Audit Committee will
elevate any issues identified as potential threats to the attention of the Board. In addition, the Board oversees our
annual enterprise risk assessment and receives periodic reports on the Company's cybersecurity controls.

 ITEM
2. PROPERTIES

 Our
executive offices are located at 108 Gateway Boulevard, Suite 204, Mooresville, NC 28117. The lease term expires in May 2025, and we intend to transition from this facility during 2025.

 STS
leases a combined office and warehouse facility in Omaha, Nebraska, which is primarily used for the storage and distribution of third-party
products. The lease for this facility expires in February 2027.

 STS
also leases a warehouse facility in Shawnee, Kansas, which is primarily used for the storage and distribution of third-party products.
The lease for this facility expires in May 2025.

 We
believe our facilities and our access to replacement facilities are adequate for future needs. We are evaluating our space needs and
currently intend to move from our leased executive office in Mooresville and the STS warehouse in Kansas during 2025. We do not anticipate
any difficulty in retaining occupancy of our leased facilities or moving and replacing them with alternative facilities in the future.

 ITEM
3. LEGAL PROCEEDINGS

 The
Company is involved, from time to time, in certain legal disputes in the ordinary course of business. No such disputes, individually
or in the aggregate, are expected to have a material effect on the Company's business or financial condition.

 A
Fundamental Global subsidiary is named as a defendant in personal injury lawsuits based on alleged exposure to asbestos-containing materials.
A majority of the cases involve product liability claims based principally on allegations of past distribution of commercial lighting
products containing wiring that may have contained asbestos. Each case names dozens of corporate defendants in addition to Fundamental
Global. In our experience, a large percentage of these types of claims have never been substantiated and have
been dismissed by the courts. Fundamental Global has not suffered any adverse verdict in a trial court proceeding related to asbestos
claims and intends to continue to defend these lawsuits

 On
July 16, 2024, we received notice that we were named as a defendant, along with over 500 other companies, in a civil action filed for
cost recovery and contributions related to the release and/or threatened release of hazardous substances from a facility known as the
BKK Class 1 Landfill in Los Angeles County California from periods prior to 1987. The action alleges that FGH is a successor to Pichel
Industries, Inc. ("Pichel Industries") and that Pichel Industries contributed waste to the landfill. We are in the early
stages of evaluating the claim and determining our response.

 We
are a guarantor of the obligations of an entity that was previously sold and no longer part of the consolidated group. We have been notified
that the primary obligor has not met the obligations for which it is liable, and the third party has requested that we satisfy the obligations
on behalf of the buyer under the guaranty. We are evaluating its obligations and determining our response.

 As
of December 31, 2024, the Company has a loss contingency reserve of approximately $0.3 million, which represents our estimate of the
potential losses related to the settlement of various open proceedings and claims. Management does not expect the resolution of these
proceedings and claims to have a material adverse effect on the Company's consolidated financial condition, results of operations
or cash flows.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
for Registrant's Common Stock

 Our
common stock is traded on the Nasdaq Global Market tier of the Nasdaq Stock Market, LLC under the symbol "FGF." Our Series
A Preferred Stock is also traded on the Nasdaq Global Market tier of the Nasdaq Stock Market under the symbol "FGFPP."

 Number
of Common Stockholders

 As
of December 31, 2024, we had 1,267,904 shares of common stock outstanding, which were held by 135 stockholders of record, including Cede
& Co., which holds shares on behalf of the beneficial owners of the Company's common stock. Because brokers and other institutions
hold many of our shares on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record
holders.

 Dividends

 We
have never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock
in the foreseeable future. It is the present policy of our Board of Directors to retain earnings, if any, for use in developing and expanding
our business. In the future, our payment of dividends on our common stock will also depend on the amount of funds available, our financial
condition, capital requirements and such other factors as our Board of Directors may consider.

 Holders
of our Series A Preferred Stock are entitled to receive quarterly cash dividends at a rate of 8.00% per annum of the $25.00 per share
liquidation preference (equivalent to $2.00 per annum per share). We intend to declare regular quarterly dividends on the shares of Series
A Preferred Stock.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 See
Item 12 of this Form 10-K.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You
should read the following discussion in conjunction with our consolidated financial statements and related notes and information included
elsewhere in this Form 10-K. You should review the "Risk Factors" section of this Form 10-K for a discussion
of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking
statements contained in the following discussion and analysis. Some of the information contained in this discussion and analysis and
set forth elsewhere in this Form 10-K includes forward-looking statements that involve risks and uncertainties.

 Unless
context denotes otherwise, the terms "Company," "FGF," "we," "us," and "our,"
refer to Fundamental Global Inc. (formerly known as FG Financial Group, Inc.), and its subsidiaries.

 Recent
Developments

 On
February 29, 2024, FGF and FG Group Holdings, Inc. ("FGH") closed a plan of merger to combine the companies in an all-stock
transaction (the "Merger"). In connection with the Merger, FGH common stockholders received one share of FGF common stock
for each share of common stock of FGH held by such stockholder. Upon completion of the Merger, the combined company was renamed to Fundamental
Global, and the common stock and Series A cumulative preferred stock of the combined company continued to trade on the Nasdaq Stock Market
LLC (the "Nasdaq") under the tickers "FGF" and "FGFPP," respectively.

 On
May 3, 2024, Strong Global Entertainment, Inc. ("Strong Global Entertainment") entered into an acquisition agreement (the
"Acquisition Agreement") with FG Acquisition Corp., a special purpose acquisition company ("FGAC"), Strong/MDI
Screen Systems, Inc. ("Strong/MDI"), FGAC Investors LLC, and CG Investments VII Inc. The transaction closed on September
25, 2024. As part of the closing, FGAC was renamed Saltire Holdings, Ltd ("Saltire"), and Saltire acquired, all of the outstanding
shares of one of the Company's indirect wholly-owned subsidiaries, Strong/MDI. As a result of the acquisition, Strong/MDI became
a wholly-owned subsidiary of Saltire.

 On
May 30, 2024, the Company and Strong Global Entertainment, an operating company in which we held approximately 76% of the Class A common
shares, entered into a definitive arrangement agreement and plan of arrangement to combine the companies in an all-stock transaction
(the "Arrangement"). Upon completion of the Arrangement, the stockholders of Strong Global Entertainment received 1.5 common
shares of the Company for each share of Strong Global Entertainment. The transaction closed on September 30, 2024. Following the closing,
Strong Global Entertainment ceased to exist, and its common Shares were delisted from NYSE American LLC "(NYSE American")
and deregistered under the Securities Exchange Act of 1934 (the "Exchange Act"). As the Company was the majority shareholder
of Strong Global Entertainment, the financial results of Strong Global Entertainment are presented on a consolidated basis in the Company's
consolidated financial statements included in this Form 10-K.

 On
October 10, 2024, the Company's Board of Directors approved a reverse stock split of the Company's authorized, issued
and outstanding shares of common stock at a ratio of one (1)-for-twenty-five (25) (the "Reverse Stock Split"). The
Reverse Stock Split became effective on October 31, 2024 (the "Effective Date"), at 5:00 p.m., Eastern Time. The
Company's common shares began trading on a split-adjusted basis at the commencement of trading on November 1, 2024. All equity
awards outstanding immediately prior to the Reverse Stock Split were adjusted to reflect the Reverse Stock Split. As a result of the
Reverse Stock Split, all references to the Company's common stock ("Common Stock") in this Form 10-K have been adjusted to reflect the Reverse Stock Split.

 Overview

Global Inc. is a holding company incorporated in the state of Nevada. On Decem ber 9, 2022, we completed
our reincorporation from a Delaware corporation to a Nevada corporation. Our Common Stock and Series A Preferred are currently
listed on Nasdaq under the symbols "FGF" and "FGFPP," respectively.

 As
a result of the reverse merger of FGF and FGH, the consolidated financial statements for the periods prior to the merger represent the
results of FGH, as the accounting acquirer. For periods subsequent to the merger, the consolidated financial statements represent the
combined results of FGH and FGF. As a result, the current contain years presents twelve months of activity related to the FGH operations
and ten months of activity related to the FGF operations, whereas the prior year only contains the activity related to FGH and does not
reflect the operations of the FGF legacy business. Accordingly, the results of the current year and the prior year may not be directly
comparable. In addition, Strong Studios, Strong/MDI and our reinsurance business are presented as discontinued operations in the accompanying
consolidated financial statements.

 We
sold Strong Studios and Strong/MDI during 2024 and intend to sell our reinsurance operations in 2025. The results of those business units
are presented as Discontinued Operations in the accompanying consolidated financial statements. Management's discussion and analysis
of financial condition and results of operations that follows reflects the continuing operations of the Company.

Accounting Estimates

accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant
level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results
of operations. Actual results may differ materially from these estimates. Set forth below is qualitative and quantitative information
necessary to understand the estimation uncertainty and the impact the critical accounting estimate has had or is reasonably likely to
have on financial condition or results of operations, to the extent the information is material and reasonably available.

 Other
Holdings

 Other
holdings consist, in part, of equity holdings made in privately held companies accounted for under the equity method. As discussed further
in Note 6, certain holdings held by our equity method investees are valued using Monte-Carlo simulation and option pricing models. Inherent
in Monte-Carlo simulation and option pricing models are assumptions related to expected volatility and discount for lack of marketability
of the underlying holding. Our investees estimate the volatility of these holdings based on the historical performance of various broad
market indices blended with various peer companies which they consider as having similar characteristics to the underlying holding, as
well as consideration of price and volatility of relevant publicly traded securities such as SPAC warrants. Our investees also consider
the probability of a successful merger when valuing equity for SPACs that have not yet completed a business combination.

 Current
Expected Credit Loss

 Trade
accounts receivable are recorded at the invoiced amount and do not bear interest. Management determines the allowance for expected credit
losses based on several factors, including overall customer credit quality, historical write-off experience and a specific analysis that
projects the ultimate collectability of the account. As such, these factors may change over time causing the allowance level and provision
for expected credit losses to be adjusted accordingly. Past due accounts are written off when our efforts have been unsuccessful in collecting
amounts due.

 Valuation
of Net Deferred Income Taxes

 The
provision for income taxes is calculated based on the expected tax treatment of transactions recorded in the Company's consolidated
financial statements. In determining its provision for income taxes, the Company interprets tax legislation in a variety of jurisdictions
and makes assumptions about the expected timing of the reversal of deferred income tax assets and liabilities and the valuation of net
deferred income taxes.

 The
ultimate realization of the deferred income tax asset balance is dependent upon the generation of future taxable income during the periods
in which the Company's temporary differences reverse and become deductible. A valuation allowance is established when it is more
likely than not that all or a portion of the deferred income tax asset balance will not be realized. In determining whether a valuation
allowance is needed, management considers all available positive and negative evidence affecting specific deferred income tax asset balances,
including the Company's past and anticipated future performance, the reversal of deferred income tax liabilities, and the availability
of tax planning strategies. To the extent a valuation allowance is established in a period, an expense must be recorded within the income
tax provision in the consolidated statements of income and comprehensive income.

Recognition for Products and Services

 The
Company accounts for revenue using the following steps:

 Identify
 the contract, or contracts, with a customer;

 Identify
 the performance obligations in the contract;

 Determine
 the transaction price;

 Allocate
 the transaction price to the identified performance obligations; and

 Recognize
 revenue when, or as, the Company satisfies the performance obligations.

 We
combine contracts with the same customer into a single contract for accounting purposes when the contracts are entered into at or near
the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the other contract,
or the services are considered a single performance obligation. If an arrangement involves multiple performance obligations, the items
are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective
and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance
obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on
an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus
margin approach. We estimate the amount of total contract consideration we expect to receive for variable arrangements by determining
the most likely amount we expect to earn from the arrangement based on the expected quantities of services we expect to provide and the
contractual pricing based on those quantities. We only include some or a portion of variable consideration in the transaction price when
it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when the uncertainty associated
with the variable consideration is subsequently resolved. We consider the sensitivity of the estimate, our relationship and experience
with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration
to the overall arrangement.

 As
discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of
a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing
services. We typically do not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales,
value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.

 We
recognize contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients.
Unbilled receivables are recorded as accounts receivable when we have an unconditional right to contract consideration. A contract liability
is recognized as deferred revenue when we invoice clients, or receive cash, in advance of performing the related services under the terms
of a contract. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation.

 We
defer costs to acquire contracts, including commissions, incentives and payroll taxes, if they are incremental and recoverable costs
of obtaining a customer contract with a term exceeding one year. Deferred contract costs are reported within other assets and amortized
to selling expense over the contract term, which generally ranges from one to five years. The Company has elected to recognize the incremental
costs of obtaining a contract with a term of less than one year as a selling expense when incurred. We did not have any deferred contract
costs as of December 31, 2024 or December 31, 2023.

 Stock-Based
Compensation Expense

 The
Company uses the fair-value method of accounting for stock-based compensation awards granted. The Company has determined the fair value
of its outstanding stock options on their grant date using the Black-Scholes option pricing model along with multiple Monte Carlo simulations
to determine a derived service period as the options vest based upon meeting certain performance conditions. The Company determines the
fair value of restricted stock units ("RSUs") on their grant date using the fair value of the Company's common stock
on the date the RSUs were issued (for those RSUs which vest solely based upon the passage of time). The fair value of these awards is
recorded as compensation expense over the requisite service period, which is generally the expected period over which the awards will
vest, with a corresponding increase to additional paid-in capital. When the stock options are exercised, or correspondingly, when the
RSUs vest, the amount of proceeds together with the amount recorded in additional paid-in capital is recorded in shareholders'
equity.

 Recent
Accounting Pronouncements

 See
Item 8, Note 3 – Recently Adopted and Issued Accounting Standards in the Notes to the Consolidated Financial Statements for a discussion
of recent accounting pronouncements and their effect on the Company.

 Results
of Operations

 Year
Ended December 31, 2024 Compared with Year Ended December 31, 2023

 Year

 2024

 2023

 $
 Change

 %
 Change

 (dollars in thousands)

 Net loss on equity securities and
 other holdings

 $
 (14,675
)

 $
 (9,437
)

 $
 (5,238
)

 55.5
 %

 Revenue from products
 and services

 5,493

 20.7
 %

 17,348

 17,093

 1.5
 %

 Expenses

 42,224

 33,379

 8,845

 26.5
 %

 Loss from operations

 (24,876
)

 (16,286
)

 (8,590
)

 52.7
 %

 Bargain purchase on acquisition and other income,
 net

 1,877

 2,981

 (1,104
)

 (37.0
)%

 (22,859
)

 (12,307
)

 (10,552
)

 85.7
 %

 Total
revenue during 2024 increased $0.3 million or 1.5% from 2023 with growth in our managed services
business partially offset by non-cash losses from our equity method holdings.

from products and services, which primarily includes our managed services segment, increased $5.5 million or 20.7% to $32.0 million in
2024 from $26.5 million during 2023. Revenue growth in our managed services business was due to a combination of increasing demand for
our services from cinema operators and the contributions from the acquisition of the net assets of Innovative Cinema Solutions ("ICS") in late 2023.

 The
increase in revenue from managed services was partially offset by an increase in losses from our equity and other holdings as the Company's
non-cash equity method losses were higher in the current year period.

 Expenses

 Total
expenses increased $8.8 million or 26.5% to $42.2 million during 2024 from $33.4 million during 2023. Expenses are comprised of cost
of sales related to managed services, costs of the asset management business and selling, general and administrative expenses.

 The
increase in total expenses was primarily due to the addition of the FGF business operations as a result of the Merger in February
2024, which are not reflected in the prior year results and which added approximately $3.0 million in general and administrative
expenses during 2024. In addition, the Company's costs of revenue and selling, general and administrative expenses increased
with growth in managed services and as a result of operating Strong Entertainment as a separate public company for nine months of
the year. Strong Global Entertainment was merged into FGF in the third quarter of 2024 to reduce operating expenses going forward.
The Company also recognized a $1.4 million non-cash impairment related to the sale of the Digital Ignition building.

 If
FGF and FGH were presented on a combined basis for both years, total general and administrative expenses would have been $18.7 million in 2023
as compared with $15.7 million in 2024, decreasing due to the merger and cost reduction initiatives.

 Loss
from Operations

 Loss
from operations increased $8.6 million or 52.7% to $24.9 million during 2024 from $16.3 million during 2023. Improved gross profit
contributions in managed services were offset by higher losses from our equity other holdings, increased general and administrative
costs related to both operating Strong Global Entertainment as a separate public company for a portion of the year and the addition
of FGF, which is not included in the prior period comparisons, as well as a non-cash impairment loss of $1.4 million related to the
sale of Digital Ignition.

 Net
Loss from Continuing Operations

 Net
loss from continuing operations increased $10.6 million or 85.7% to $22.9 million during 2024 from $12.3 million during 2023. Improved
gross profit contributions from managed services and a $2.3 million gain related to the FGF merger transaction were offset by higher
losses from our equity other holdings, increased general and administrative costs related to both operating Strong Entertainment as a
separate public company for a portion of the year and the addition of FGF which is not included in the prior period comparisons as well
as a non-cash impairment loss of $1.4 million related to the sale of Digital Ignition.

 Liquidity
and Capital Resources

 The
purpose of liquidity management is to ensure that there is sufficient cash to meet all financial commitments and obligations as they
fall due. The liquidity requirements of the Company and its subsidiaries have been met primarily by funds generated from operations,
proceeds from the sales of our common stock and credit facilities. We believe that we have sufficient liquidity through our operations, our holdings, access to credit and other sources
to meet our operating requirements for the next twelve months.

 Cash
Flows

 The
following table summarizes the Company's consolidated cash flows for the year ended December 31, 2024 and 2023 (in thousands).

 Year
 Ended
 31,

 2024

 2023

 Cash and cash equivalents from
 continuing operations – beginning of year

 $
 5,995

 $
 3,063

 Net cash (used in) provided by operating activities

 (4,049
)

 1,579

 Net cash provided by investing activities from
 continuing operations

 13,242

 Net cash (used in) provided by financing activities

 (7,383
)

 1,240

 Effect of exchange rate
 changes on cash and cash equivalents

 (11
)

 Net increase in cash and
 cash equivalents from continuing operations

 1,799

 2,932

 Cash and cash equivalents from continuing operations
 – end of year

 $
 7,794

 $
 5,995

 For
the year ended December 31, 2024, net cash used in operating activities from continuing operations was approximately $4.0 million,
compared to cash provided by operating activities of $1.6 million for the year ended December 31, 2023. Cash from operations
decreased primarily due to higher overhead expenses as a result of the merger of FGF and FGH and operating Strong Entertainment as a separate
public company for nine months of the year.

 For
the year ended December 31, 2024, net cash provided by investing activities from continuing operations was approximately $13.2
million, compared to $0.1 million for the year ended December 31, 2023. Cash provided by investing activities during the year ended
December 31, 2024 included $1.9 million of an increase in cash as a result of the Merger of FGF and FGH, $5.0 million of proceeds
from the sale of equity securities and $6.1 million from the sale of the Digital Ignition building. Investing cash flows during each
of the year ended December 31, 2024 and 2023 included approximately $46,000 million and $0.2 million, respectively, of capital
expenditures in the managed services business.

 For
the year ended December 31, 2024, net cash used in financing activities from continuing operations was approximately $7.4 million, compared
to cash provided by financing activities of $1.2 million for the year ended December 31, 2023. Cash used in financing activities during
the year ended December 31, 2024 included $6.0 million of principal payments on debt and finances leases and $1.4 million of payments
of dividends on our Series A Preferred Shares. Cash by financing activities during the year ended December 31, 2023 included $2.4 million
of net proceeds from the IPO of Strong Global Entertainment, partially offset by $1.0 million of principal payments on debt and finances
leases.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Index to the Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 200)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Comprehensive Loss

 Consolidated Statements of Shareholders' Equity

 Consolidated Statements of Cash Flows

 Notes to the Consolidated Financial Statements

 Report
of Independent Registered Public Accounting Firm

 To
the Stockholders and Board of Directors

Global Inc.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Fundamental Global Inc. (the "Company") as of December 31, 2024
and 2023, the related consolidated statements of operations, comprehensive loss, shareholders' equity, and cash flows for each
of the years then ended, and the related notes (collectively, the "consolidated financial statements"). In our opinion, the
consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of
December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the years then ended, in conformity
with U.S. generally accepted accounting principles.

 Emphasis-of-Matters

 As
summarized in Note 4 to the consolidated financial statements, FG Financial Group, Inc. ("FGF") completed a merger transaction
with FG Group Holdings, Inc. ("FGH") on February 29, 2024, pursuant to which FGH common stockholders received one share of
FGF's common stock for each share of common stock of FGH held by such stockholder. The merger was accounted for as a reverse acquisition
in accordance with ASC 805 Business Combinations ("ASC 805"). As a result, FGF was identified as the acquiree for accounting
purposes and FGH was identified as the acquirer for accounting purposes. FGH's assets, liabilities and results of operations are
included in the consolidated financial statements at their historical carrying values since incorporation. FGF's assets, liabilities
and results of operations have been included from February 29, 2024. As a result, the 2023 comparative information included herein is
solely that of FGH. Upon completion of the merger, the combined company was renamed to Fundamental Global Inc.

 As
summarized in Note 1 to the consolidated financial statements, the Company and Strong Global Entertainment, Inc. ("SGE")
entered into a definitive arrangement agreement to combine the companies in an all-stock transaction. Upon completion of the arrangement,
the stockholders of SGE received 1.5 common shares of the Company for each share of SGE. The transaction closed on September 30, 2024.
The financial results of SGE are presented on a consolidated basis in the Company's consolidated financial statements.

 As
summarized in Note 5 to the consolidated financial statements, the Company sold one of its indirect wholly-owned subsidiaries, Strong/MDI
Screen Systems, Inc. ("Strong/MDI") and completed the transaction on September 25, 2024. Management evaluated and determined
that all of the criteria to report the transaction as a discontinued operation were met. As a result, the financial results for Strong/MDI
have been presented as discontinued operations for all periods presented in the consolidated financial statements.

 As
summarized in Note 5 to the consolidated financial statements, the board of directors of the Company approved the Company's plan
to sell its reinsurance business on December 31, 2024 and authorized management to proceed with such plan. Management evaluated and determined
that all of the criteria to report the transaction as a discontinued operation were met. As a result, the financial results for the reinsurance
business have been presented as discontinued operations for all periods presented in the consolidated financial statements.

 As
summarized in Note 1 to the consolidated financial statements, the Company effected a reverse stock split of the Company's authorized,
issued and outstanding shares of common stock at a ratio of one (1)-for-twenty-five (25) on October 31, 2024. All share information presented
in the consolidated financial statements have been appropriately retrospectively adjusted to reflect the effects of the reverse stock
split.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

 The
critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements
that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.

 Valuation
of Equity Holdings – Refer to Note 6

Audit Matter Description

 The
Company's equity holdings comprise a significant portion of its total assets as of the merger transaction between FGF with FGH
on February 29, 2024 and as of December 31, 2024, and management uses several methods of accounting to determine the appropriate value
for each of its holdings based on management's evaluation of current facts and circumstances. The valuation model on the Company's
holdings measured at the estimated fair value involve key inputs, assumptions, and methodologies, that can be considered highly subjective
and judgmental.

 Our
assessment of management's calculation of the appropriate valuations for the Company's equity holdings is significant
to our audit because equity holdings are material to the consolidated financial statements and management's assessment process
involves significant judgment.

 How
the Critical Audit Matter Was Addressed in the Audit

 Our
principal audit procedures related to the Company's equity holdings included the following:

 We obtained
 an understanding of management's significant accounting policies related to equity holdings, and we evaluated such policies
 for compliance with U.S. generally accepted accounting principles.

 We corroborated the existence
 of each of the Company's equity holdings as of the merger transaction with FGH on February 29, 2024 and as of December 31,
 2024 through review of executed agreements and relevant supporting schedules.

 For material purchases,
 exchanges or disposition of equity holdings, we performed the following procedures:

 Examined source
 documents corroborating the transactions, including agreements, disbursement records, brokerage statements and bank statements.

 Recalculated any related
 gains and losses.

 Assessed the impact of
 the transaction on the accounting method used by management to account for the equity holdings.

 We utilized
 the assistance of a valuation specialist with specialized knowledge and skill in valuation techniques to assist in (i) evaluating
 the appropriateness of management's valuation specialist's methodologies, (ii) evaluating the reasonableness of the significant
 assumptions used within management's fair value specialist's valuation analysis, and (iii) testing the mathematical accuracy
 of the valuation calculations.

 We compared the results
 of the specialist's valuation to the values recorded on the Company's financial statements noting that they were materially
 consistent.

 For both management's
 valuation specialist and our valuation specialist, we assessed the appropriateness of such specialists to perform the related work.
 We determined if the specialists possess the appropriate level of knowledge, skill, and ability in the type of work under consideration
 and have the necessary degree of objectivity to exercise impartial judgment on all issues encompassed by the related work.

 Valuation
of Reinsurance Loss and Loss Adjustment Expense Reserves – Refer to Note 5

Audit Matter Description

 Loss
and loss adjustment expense reserve estimates are based primarily on estimates derived from reports the Company has received from their
cedants and their actuarial specialist. The Company also engages an independent actuarial specialist in order to assist management in
establishing reasonable reserves. The estimate of loss reserves relies on significant key inputs, assumptions, and methodologies, including
(1) the types of exposures and projected ultimate premium to be written by cedents; (2) expected loss ratios by type of business; (3)
actuarial methodologies which leverage loss reporting and payment experience, reports from ceding companies and historical trends; and
(4) general economic conditions.

 We
identified the actuarial methodologies and significant assumptions used in the estimation of the Company's loss and loss adjustment
expense reserves as a critical audit matter. The principal considerations for this determination were (i) the significant assumptions
and inputs used by management and their specialists when developing their estimate, (ii) the significant auditor subjectivity and judgment
involved in evaluating the audit evidence related to the actuarial methodologies used, and (iii) the extent of specialized skills and
knowledge needed from our actuarial specialist.

 Our
principal audit procedures related to the Company's loss and loss adjustment expense reserves included the following:

 We tested the
 relevance and reliability of the underlying data used by the Company's management and independent actuarial specialists to
 calculate loss reserves.

 We utilized the assistance
 of a specialist with specialized knowledge and skill in actuarial methods to assist in (i) evaluating the appropriateness of methodologies
 used, (ii) evaluating the reasonableness of significant assumptions used by Company's management and their independent actuarial
 specialist, (iii) testing the mathematical accuracy of the calculations.

 We compared the results
 of the reserve estimates prepared by the Company's independent actuarial specialist to management's recorded amounts
 noting that they were materially consistent.

 For both management's
 valuation specialist and our valuation specialist, we assessed the appropriateness of such specialists to perform the related work.
 We determined if the specialists possess the appropriate level of knowledge, skill, and ability in the type of work under consideration
 and have the necessary degree of objectivity to exercise impartial judgment on all issues encompassed by the related work.

 HASKELL
& WHITE LLP

 We
have served as the Company's auditor since 2019.

 Irvine,
California

 March

Balance Sheets

 ($
in thousands, except share and per share data)

 ASSETS

 $
 7,794

 $
 5,995

 Accounts receivable, net

 3,384

 3,529

 Inventories, net

 1,432

 1,482

 Equity holdings, at fair value (cost basis
 of $ 8,716 and $ 8,679, respectively)

 5,763

 Other equity holdings and other holdings

 54,310

 17,469

 Property, plant and equipment, net

 2,781

 11,115

 Operating lease right-of-use assets

 Finance lease right-of-use assets

 1,105

 1,258

 Assets of discontinued operations

 31,626

 9,886

 Other assets

 1,073

 Total assets

 $
 109,469

 $
 62,143

 LIABILITIES

 Accounts payable and accrued expenses

 $
 5,704

 $
 4,834

 Deferred revenue and customer deposits

 Operating lease liabilities

 Finance lease liabilities

 1,136

 1,283

 Short-term debt

 2,068

 2,294

 Long-term debt, net of debt issuance costs

 5,461

 Deferred income taxes

 2,412

 3,075

 Liabilities of discontinued operations

 22,436

 6,799

 Other liabilities

 Total liabilities

 35,272

 25,136

 Commitments and contingencies (Note 15)

 -

 -

 SHAREHOLDERS' EQUITY

 Series A Preferred Shares, $ 25.00 par and liquidation
 value, 1,000,000 shares authorized; 894,580 and 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

 -

 Common stock, $ 0.001 par value; 4,000,000 shares authorized; 1,267,904
 and 900,107 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

 Additional paid-in capital

 50,924

 55,856

 Retained earnings

 ( 229
)

 2,336

 Treasury stock, 111,779 shares at cost as of December 31, 2023

 -

)

 Accumulated other comprehensive income (loss)

 1,108

 ( 4,682
)

 Total Fundamental Global stockholders'
 equity

 35,149

 Equity attributable to non-controlling interest

 -

 1,858

 Total stockholders' equity

 37,007

 Total liabilities and stockholders' equity

 $
 109,469

 $
 62,143

 See

Statements of Operations

 ($
in thousands, except per share data)

 2024

 2023

 Year

 2024

 2023

 Revenue:

 Net loss on
 equity holdings and other holdings

 $
 ( 14,675
)

 $
)

 Net product sales

 Net
 services revenue

 13,462

 17,348

 17,093

 Expenses:

 Costs of products

 15,530

 12,583

 Costs of services

 9,963

 8,893

 Selling expense

 1,277

 General and administrative
 expenses

 13,979

 11,111

 Loss
 (gain) on impairment and disposal of assets

 1,475

 ( 5
)

 Total expenses

 42,224

 33,379

 Loss from operations

 ( 24,876
)

 ( 16,286
)

 Other income (expense):

 Interest expense, net

 ( 360
)

 ( 520
)

 Foreign currency transaction
 loss

 ( 7
)

 ( 1
)

 Bargain
 purchase on acquisition and other (expense) income, net

 2,245

 3,502

 Total
 other income, net

 1,878

 2,981

 Loss from continuing operations before income
 taxes

 ( 22,998
)

 ( 13,305
)

 Income tax benefit

 ( 22,859
)

 ( 12,307
)

 Net income (loss) from
 discontinued operations (Note 5)

 21,544

 ( 2,334
)

 Net loss

 ( 1,315
)

 ( 14,641
)

 Net loss attributable to
 non-controlling interest

 ( 160
)

 ( 564
)

 Dividends
 declared on Series A Preferred Shares

)

 -

 Net loss attributable
 to common shareholders

 $
 ( 2,565
)

 $
 ( 14,077
)

 Basic and diluted net (loss) income per common
 share:

 Continuing operations

 $
 ( 22.84
)

 $
 ( 29.38
)

 Discontinued
 operations

 20.41

 ( 5.84
)

 Total

 $
 ( 2.43
)

 $
 ( 35.22
)

 Weighted average common shares outstanding:

 Basic and diluted

 1,056

 See

Statements of Comprehensive Loss

 ($
in thousands)

 2024

 2023

 Year

 2024

 2023

 Net income (loss)

 $
 ( 1,315
)

 $
 ( 14,641
)

 Adjustment to postretirement benefit obligation

 ( 76
)

 ( 17
)

 Currency translation adjustment:

 net change arising during period

 ( 1,068
)

 Total other comprehensive
 (loss) income

 ( 1,144
)

 Comprehensive loss

 $
 ( 2,459
)

 $
 ( 14,065
)

 See

Statements of Shareholders' Equity

 (in
thousands)

 Outstanding

 Outstanding

 Paid-In
 Capital

 (Accumulated
 Deficit)

 Treasury
 Stock

 Comprehensive
 (Loss) Income

 Stockholders'

 controlling
 Interest

 Stockholders'

 Preferred
 Stock

 Common
 Stock

 Additional

 Retained
 Earnings

 Accumulated
 Other

 Total

 Global

 Non-

 Total

 Outstanding

 Outstanding

 Paid-In
 Capital

 (Accumulated
 Deficit)

 Treasury
 Stock

 Comprehensive
 (Loss) Income

 Stockholders'

 controlling
 Interest

 Stockholders'

 Balance at December 31, 2022

 -

 $
 -

 $

 $
 53,882

 $
 16,437

 $
)

 $
 ( 5,258
)

 $
 46,698

 $
 -

 $
 46,698

 Cumulative effect of adoption of accounting
 principle

 -

 -

 -

 -

 -

 ( 24
)

 -

 -

 ( 24
)

 -

 ( 24
)

 IPO of Strong Global Entertainment, Inc. and
 issuance of Landmark warrant, net of costs

 -

 -

 -

 -

 1,341

 -

 -

 -

 1,341

 1,553

 Issuance of SGE common stock in connection
 with acquisition of Unbounded

 -

 -

 -

 -

 -

 -

 -

 1,194

 Vesting of restricted stock

 -

 -

 ( 2
)

 -

 -

 -

 -

 -

 -

 Non-controlling interest allocation

 -

 -

 -

 -

 ( 1,894
)

 -

 -

 -

 ( 1,894
)

 1,894

 -

 Payments of withholding taxes for net share
 settlement of equity awards

 -

 -

 -

 -

 ( 147
)

 -

 -

 -

 ( 147
)

 -

 ( 147
)

 Issuance of SGE common stock in connection
 with acquisition of ICS

 -

 -

 -

 -

 -

 -

 -

 Net loss

 -

 -

 -

 -

 -

 ( 14,077
)

 -

 -

 ( 14,077
)

 ( 564
)

 ( 14,641
)

 Net other comprehensive loss

 -

 -

 -

 -

 -

 -

 -

 -

 Stock-based compensation

 -

 -

 -

 -

 1,605

 -

 -

 -

 1,605

 -

 1,605

 Balance at December 31, 2023

 -

 -

 55,856

 2,336

)

 ( 4,682
)

 35,149

 1,858

 37,007

 Balance

 -

 -

 55,856

 2,336

)

 ( 4,682
)

 35,149

 1,858

 37,007

 Retirement of treasury stock

 -

 -

 ( 112
)

 -

)

 -

 18,586

 -

 -

 -

 -

 Exchange of FGH common stock

 -

 -

 ( 789
)

 ( 225
)

 -

 -

 -

 -

 -

 -

 FGF preferred and common stock outstanding
 at merger date

 15,576

 -

 -

 -

 37,952

 -

 37,952

 Retirement of FGF common stock held by FGH
 prior to merger

 -

 -

 ( 111
)

 ( 3
)

 ( 3,692
)

 -

 -

 -

 ( 3,695
)

 -

 ( 3,695
)

 Issuance of common stock in connection with
 merger

 -

 -

 -

 -

 -

 -

 -

 Acquisition of remaining shares of Strong Global
 Entertainment

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1,696
)

 ( 1,696
)

 Vesting of restricted stock

 -

 -

 -

 -

 -

 Non-controlling interest allocation

 -

 -

 -

 -

 ( 78
)

 -

 -

 -

 ( 78
)

 -

 Dividends on Series A Preferred Shares ($ 2.00
 per share)

 -

 -

 -

 -

 -

)

 -

 -

)

 -

)

 Release of cumulative translation adjustments
 in connection with sale of Strong/MDI

 -

 -

 -

 -

 -

 -

 -

 6,854

 6,854

 -

 6,854

 Net loss

 -

 -

 -

 -

 -

 ( 1,155
)

 -

 -

 ( 1,155
)

 ( 160
)

 ( 1,315
)

 Net other comprehensive loss

 -

 -

 -

 -

 -

 -

 -

 ( 1,064
)

 ( 1,064
)

 ( 80
)

 ( 1,144
)

 Stock-based compensation

 -

 -

 -

 -

 1,619

 -

 -

 -

 1,619

 -

 1,619

 Balance at December 31,
 2024

 $

 1,268

 $

 $
 50,924

 $
 ( 229
)

 $
 -

 $
 1,108

 $

 $
 -

 $

 Balance

 $

 1,268

 $

 $
 50,924

 $
 ( 229)

 $
 -

 $
 1,108

 $

 $
 -

 $

 See

Statements of Cash Flows

 ($
in thousands)

 2024

 2023

 Year

 2024

 2023

 Cash flows from operating
 activities:

 $
 ( 22,859
)

 $
 ( 12,307
)

 Adjustments to reconcile net loss to net cash
 (used in) provided by operating activities:

 Net unrealized holding
 loss on equity holdings

 5,039

 6,176

 Loss from equity method
 holdings

 10,713

 3,261

 Adjustment to gain acquisition
 of ICS assets

 -

 Net realized gain on sale
 of equity holdings

 ( 306
)

 ( 1
)

 Provision for doubtful
 accounts

 Provision for (benefit
 from) obsolete inventory

 ( 34
)

 Provision for warranty

 -

 Amortization and accretion
 of operating leases

 Impairment of property
 and equipment

 1,422

 -

 Gain on merger of FGF and
 FGH (Note 4)

 ( 2,321
)

 -

 Deferred income taxes

 ( 469
)

 ( 933
)

 Stock compensation expense

 1,619

 1,605

 Changes in operating assets and liabilities:

 Other assets

 1,109

 Accounts receivable

 1,831

 ( 19
)

 Current income taxes

 ( 46
)

 Accounts payable and accrued
 expenses

 Deferred revenue and customer
 deposits

 ( 66
)

 ( 789
)

 Operating
 lease obligations

 ( 224
)

 ( 151
)

 Net cash (used in) provided by operating activities

 ( 4,049
)

 1,579

 Net cash used in operating
 activities from discontinued operations

 ( 665
)

 ( 1,423
)

 Net cash (used in) provided by operating activities

 ( 4,714
)

 Cash flows from investing
 activities:

 Capital expenditures

 ( 46
)

 ( 164
)

 Proceeds from sales of
 equity securities

 5,021

 Proceeds from sales of
 property and equipment

 6,161

 -

 Collection of note receivable

 -

 Cash acquired in acquisition
 of ICS

 -

 Cash
 acquired in Merger of FGF and FGH

 1,903

 -

 Net cash provided by investing activities from
 continuing operations

 13,242

 Net cash used in investing
 activities from discontinued operations

 ( 94
)

 ( 787
)

 Net cash provided by (used in) investing activities

 13,148

 ( 695
)

 Cash flows from financing
 activities:

 Payment of dividends on
 preferred shares

 ( 1,411
)

 -

 Principal payments on short-term
 debt

 ( 603
)

 ( 653
)

 Payment payments on long-term
 debt

 ( 5,192
)

 ( 224
)

 Net borrowing under credit
 facility

 -

 Proceeds from Strong Global
 Entertainment initial public offering

 -

 2,411

 Payments of withholding
 taxes for net share settlement of equity awards

 ( 21
)

 ( 135
)

 Payments
 on finance lease obligations

 ( 253
)

 ( 159
)

 Net cash (used in) provided by financing activities

 ( 7,383
)

 1,240

 Net cash provided by financing
 activities from discontinued operations

 2,143

 Net cash (used in) provided by financing activities

 ( 6,858
)

 3,383

 Effect of exchange rate changes on cash and
 cash equivalents from continuing operations

 ( 11
)

 Effect of exchange rate
 changes on cash and cash equivalents from discontinued operations

 ( 36
)

 Net increase in cash and cash equivalents from
 continuing operations

 1,799

 2,932

 Net (decrease) increase
 in cash and cash equivalents from discontinued operations

 ( 270
)

 Net increase in cash and cash equivalents

 1,529

 2,960

 from continuing operations at beginning of year

 5,995

 3,063

 from continuing operations at end of year

 $
 7,794

 $
 5,995

 See

 Notes
to Consolidated Financial Statements

 Note
1. Nature of Business

Global Inc. ("Fundamental Global", the "Company", "we", or "us"), formerly known as FG
Financial Group, Inc. ("FGF"), and its subsidiaries engage in diverse business activities including asset management/merchant
banking and managed services.

 On
February 29, 2024, FGF and FG Group Holdings, Inc. ("FGH") closed the plan of merger to combine the companies in an all-stock
transaction (the "Merger"). In connection with the Merger, FGH common stockholders received one share of FGF common stock
for each share of common stock of FGH held by such stockholder. Upon completion of the Merger, the combined company was renamed to Fundamental
Global, and the common stock and Series A cumulative preferred stock of the combined company continued to trade on the Nasdaq Stock Market
LLC (the "Nasdaq") under the tickers "FGF" and "FGFPP," respectively. See Note 4 for additional details.

 On
May 3, 2024, Strong Global Entertainment, Inc. ("Strong Global Entertainment") entered into an acquisition agreement
(the "Acquisition Agreement") with FG Acquisition Corp. ("FGAC"), a special purpose acquisition company ("SPAC"),
Strong/MDI Screen Systems, Inc. ("Strong/MDI"), FGAC Investors LLC, and CG Investments VII Inc. The transaction closed
on September 25, 2024. As part of the closing, FGAC was renamed Saltire Holdings, Ltd ("Saltire"), and Saltire acquired
all of the outstanding shares of one of the Company's wholly-owned subsidiaries, Strong/MDI. As a result of the acquisition,
Strong/MDI became a wholly-owned subsidiary of Saltire. See Note 5 for additional details.

 On
May 30, 2024, the Company and Strong Global Entertainment, an operating company in which we held approximately 76 % of the Class A common
shares, entered into a definitive arrangement agreement and plan of arrangement to combine the companies in an all-stock transaction
(the "Arrangement"). Upon completion of the Arrangement, the stockholders of Strong Global Entertainment received 1.5 common
shares of the Company for each share of Strong Global Entertainment. The transaction closed on September 30, 2024. Following the closing,
Strong Global Entertainment ceased to exist, and its common shares were delisted from NYSE American LLC ("NYSE American")
and deregistered under the Securities Exchange Act of 1934 (the "Exchange Act"). As the Company was the majority shareholder
of Strong Global Entertainment, the financial results of Strong Global Entertainment are presented on a consolidated basis in the Company's
consolidated financial statements. For periods prior to the Arrangement, the Company reported the noncontrolling interest in Strong Global
Entertainment as a component of equity separate from the Company's equity. The Company's net loss excluded the net loss attributable
to the noncontrolling interest.

 On
October 10, 2024, the Company's Board of Directors (the "Board") approved a reverse stock split of the
Company's authorized, issued and outstanding shares of common stock at a ratio of one (1)-for-twenty-five
(25) (the "Reverse Stock Split"). The Reverse Stock Split became effective on October 31, 2024, and the Company's
common shares began trading on a split-adjusted basis at the commencement of trading on November 1, 2024. All equity awards
outstanding immediately prior to the Reverse Stock Split were adjusted to reflect the Reverse Stock Split. As a result of the
Reverse Stock Split, all references to the Company's common stock in this Annual Report on Form 10-K have been adjusted to
reflect the Reverse Stock Split.

 During
the fourth quarter of 2024, the Board approved a plan to evaluate the potential sale of the Company's reinsurance business. On
March 14, 2025, the Company entered into an agreement for the sale of the entire issued share capital of its FGRE Corporate Member Limited
and for the planned commutation of its Lloyds of London reinsurance treaties UHA 251 22, B1868HT2300259, and B1868HT2400259. The total
consideration expected to be received from the sale of the corporate member and commutations of the treaties is $ 5.6
 million, comprised of $ 0.3
 million for the purchase of the corporate member
and $ 5.3
 million funds held at Lloyds of London supporting
the commuted treaties being replaced by the buyer. The transaction is subject to customary closing conditions and approvals and consents
and is expected to close in the second quarter of 2025. See Note 5 for additional details.

 Business
Segments

 The
Company conducts business through its two reportable segments, consisting of merchant banking and managed services. The operating segments
are determined based on the business activities and reflect the manner in which financial information is currently evaluated by management.

 Our
merchant banking group provides advisory services, facilitates capital formation and allocates capital to equity holdings. In our SPAC
Platform, this also includes launching, sponsoring and providing strategic, administrative, and regulatory support services to newly
formed SPACs.

 Our
managed services business, Strong Technical Services ("STS"), is a leader in the entertainment industry providing mission
critical products and services to cinema exhibitors and entertainment venues for over 90 years. STS provides comprehensive managed service
offerings with 24/7/365 support nationwide to ensure solution uptime and availability.

 Other

 The
Company owned and operated its Digital Ignition technology incubator and co-working facility in Alpharetta, Georgia. During the first
quarter of 2024, the Board authorized the sale of Digital Ignition, and on April 16, 2024, the Company completed the sale
of the Digital Ignition building and wholly owned subsidiary for proceeds of $ 6.5 million. In April 2024, the Company received approximately
$ 1.3 million in cash, after payment of closing costs and repayment of debt at closing. In connection with the sale of the land and building,
the Company recorded a non-cash impairment charge of approximately $ 1.4 million during the first quarter of 2024 to adjust the carrying
value of the assets to the fair market value less costs to sell.

 Note
2. Significant Accounting Policies

 Basis
of Presentation

 The
consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America ("GAAP") and include the accounts of the Company and all majority-owned and controlled domestic and foreign subsidiaries.
All significant intercompany balances and transactions have been eliminated in consolidation. Unless the context indicates otherwise,
references to the "Company" include the Company and its majority-owned and controlled domestic and foreign subsidiaries.

 As
a result of the reverse merger of FGF and FGH (see Note 4), the consolidated financial statements for the periods prior to the merger
represent the results of FGH, as the accounting acquirer. For periods subsequent to the merger, the consolidated financial statements
represent the combined results of FGH and FGF. In addition, the current and historical financial results of Strong Studios, Inc. ("Strong
Studios"), Strong/MDI and the reinsurance segment are presented as discontinued operations and are excluded from results from continuing
operations in the accompanying consolidated financial statements.

 Unless
otherwise indicated, all references to "dollars" and "$" in this Form 10-K are to, and amounts are presented
in, U.S. dollars.

 Consolidation
Policies

 The
accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany
balances and transactions have been eliminated upon consolidation.

 The
consolidated financial statements include the accounts of the Company and entities in which it is required to consolidate under either
the Variable Interest Entity ("VIE") or Voting Interest Entity ("VOE") models. Both models require the reporting
entity to identify whether it has a controlling financial interest in a legal entity and is therefore required to consolidate the legal
entity. Under the VOE model, a reporting entity with ownership of a majority of the voting interest of a legal entity is generally considered
to have a controlling financial interest. The VIE model was established for situations in which control may be demonstrated other than
by the possession of voting rights in a legal entity and instead focuses on the power to direct the activities that most significantly
impact the legal entity's economic performance, as well as the rights to receive benefits and obligations to absorb losses that
could potentially be significant to the legal entity.

 The
determination of whether a legal entity is consolidated under either model is reassessed where there is a substantive change in the governing
documents or contractual arrangements of the entity, to the capital structure of the entity or in the activities of the entity. Management
continuously reassesses whether it should consolidate under either model.

 The
Company holds direct limited liability company interests in FGAC Investors LLC, FG Merger Investors LLC, and GreenFirst Forest Products Holdings,
LLC. The Company has determined that each of these entities meets the criteria of a VIE. For each new position, the Company analyzed
Accounting Standards Codification ("ASC") 810 – Consolidation and has determined it is not the primary beneficiary of FGAC Investors LLC, FG Merger Investors
LLC or GreenFirst Forest Products Holdings LLC, but does have the ability to exercise significant influence over each of these. Therefore,
the Company applies the equity method of accounting for each of these holdings.

 In
October of 2022, the Company invested $ 2.0 million into FG Communities Inc. ("FGC"), which management has determined meets
the criteria of a VIE. The Company holds the capital allocated to FGC at cost, subject to any adjustment from time to time due to impairment or observable
price changes in orderly transactions. Due to its minority interest and inability to govern the financial and operating policies of FGC,
the Company has determined it is not the primary beneficiary of FGC, and thus does not consolidate FGC.

 The
Company's risk of loss associated with its non-consolidated VIEs is limited. As of December 31, 2024, the carrying value and maximum
loss exposure of the Company's non-consolidated VIEs was $ 9.4 million.

 See
Note 6 for further information regarding the Company's holdings.

 The
Use of Estimates in the Preparation of Consolidated Financial Statements

 The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the application of policies and the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the reporting period. Actual
results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates
are recorded in the accounting period in which they are determined. The significant estimates in the accompanying consolidated financial
statements include the valuation of our equity and other holdings and the valuation of net deferred income taxes.

Recognition for Products and Services

 The
Company accounts for revenue using the following steps:

 Identify
 the contract, or contracts, with a customer;

 Identify
 the performance obligations in the contract;

 Determine
 the transaction price;

 Allocate
 the transaction price to the identified performance obligations; and

 Recognize
 revenue when, or as, the Company satisfies the performance obligations.

 The
Company combines contracts with the same customer into a single contract for accounting purposes when the contracts are entered into
at or near the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the
other contract, or the services are considered a single performance obligation. If an arrangement involves multiple performance obligations,
the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether
there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the
identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling
price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price
using a cost plus margin approach. Management estimates the amount of total contract consideration the Company expects to receive for
variable arrangements by determining the most likely amount we expect to earn from the arrangement based on the expected quantities of
services the Company expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion
of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue
recognized will not occur or when the uncertainty associated with the variable consideration is subsequently resolved. Management considers
the sensitivity of the estimate, the Company's relationship and experience with the client and variable services being performed,
the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement.

 As
discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of
a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing
services. The Company typically does not have any material extended payment terms, as payment is due at or shortly after the time of
the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.

 The
Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced
to the clients. Unbilled receivables are recorded as accounts receivable when we have an unconditional right to contract consideration.
A contract liability is recognized as deferred revenue when we invoice clients, or receive cash, in advance of performing the related
services under the terms of a contract. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation.

 The
Company defers costs to acquire contracts, including commissions, incentives and payroll taxes, if they are incremental and recoverable
costs of obtaining a customer contract with a term exceeding one year. Deferred contract costs are reported within other assets and amortized
to selling expense over the contract term, which generally ranges from one to five years. The Company has elected to recognize the incremental
costs of obtaining a contract with a term of less than one year as a selling expense when incurred. The Company did not have any deferred
contract costs as of December 31, 2024 or December 31, 2023.

 Screen
system sales

 The
Company typically recognizes revenue on the sale of its screen systems when control of the screen is transferred to the customer,
either at the time of shipment or installation. The cost of freight and shipping to the customer is recognized in cost of sales at the time of
transfer of control to the customer.

 Digital
equipment sales

 The
Company recognizes revenue on sales of digital equipment when the control of the equipment is transferred, which typically occurs at
the time of shipment from the Company's warehouse or drop-shipment from a third party. The cost of freight and shipping to the
customer is recognized in cost of sales at the time of transfer of control to the customer. The Company typically records revenue for
drop-shipment orders on a gross basis as the Company (i) is responsible for fulfilling the order, (ii) has inventory risk, (iii) would
be the recipient of any returned items and (iv) has discretion over pricing. The cost of freight and shipping to the customer is recognized
in cost of sales at the time of transfer of control to the customer.

 Field
maintenance and monitoring services

 The
Company sells service contracts that provide maintenance and monitoring services to its customers. These contracts are generally 12 months
in length. Revenue related to service contracts is recognized ratably over the term of the agreement.

 In
addition to selling service contracts, the Company also performs discrete time and materials-based maintenance and repair work for customers.
Revenue related to time and materials-based maintenance and repair work is recognized at the point in time when the performance obligation
has been fully satisfied.

 Installation
services

 The
Company performs installation services for its customers and recognizes revenue upon completion of the installations.

 Extended
warranty sales

 The
Company sells extended warranties to its customers. Typically, the Company is the primary obligor, and revenue is recognized on a gross
basis ratably over the term of the extended warranty.

 Holdings
in Equity Securities and Other Holdings

 Other
holdings consist, in part, of equity holdings made in privately held companies accounted for under the equity method. We utilize the
equity method to account for holdings when we possess the ability to exercise significant influence, but not control, over the operating
and financial policies of the investee. The ability to exercise significant influence is presumed when the holder possesses more than
 20 % of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate
that the ability to exercise significant influence is restricted. We apply the equity method to holdings in common stock and to other
holdings when such other holdings possess substantially identical subordinated interests to common stock.

 In
applying the equity method, we record the holding at cost and subsequently increase or decrease the carrying amount of the holding by
our proportionate share of the net earnings or losses and other comprehensive income of the investee. We record dividends or other equity
distributions as reductions in the carrying value of the holding. Should net losses of the investee reduce the carrying amount of the
holding to zero, additional net losses may be recorded if other holdings in the investee are at-risk, even if we have not committed to
provide financial support to the investee. Such additional equity method losses, if any, are based upon the change in our claim on the
investee's book value.

 When
we receive distributions from our equity method holdings, we utilize the cumulative earnings approach. When classifying the related cash
flows under this approach, the Company compares the cumulative distributions received, less distributions received in prior periods,
with the Company's cumulative equity in earnings. Cumulative distributions that do not exceed cumulative equity in earnings represent
returns on holdings and are classified as cash inflows from operating activities. Cumulative distributions in excess of cumulative equity
in earnings represent returns on holdings and are classified as cash inflows from investing activities.

 In
addition to holdings accounted for under the equity method of accounting, other holdings also consist of equity we have purchased in
a limited partnership, a limited liability company, and a corporation for which there does not exist a readily determinable fair value.
The Company accounts for these holdings at their cost, minus impairment, if any, plus or minus changes resulting from observable price
changes in orderly transactions for identical or similar holdings by the same issuer. When the Company observes an orderly transaction
of an investee's identical or similar equity securities, the Company adjusts the carrying value based on the observable price as
of the transaction date. Once the Company records such an adjustment, the holding is considered an asset measured at fair value on a
nonrecurring basis. Any profit distributions the Company receives on these holdings are included in net holdings income.

 See
Note 6 for further information regarding the Company's holdings in equity securities and other holdings.

 Cash
and Cash Equivalents

 Cash
and cash equivalents include cash and highly liquid investments with original maturities of 90 days or less.

 Accounts
Receivable and Current Expected Credit Losses

 Trade
accounts receivable are recorded at the invoiced amount and do not bear interest. In the first quarter of 2023, the Company adopted Accounting
Standards Update ("ASU") 2016-13, as amended, Financial Instruments – Credit Losses ("ASU 2016-13"), which
requires an entity to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized
cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The Company determines the
allowance for credit losses based on several factors, including overall customer credit quality, historical write-off experience and
a specific analysis that projects the ultimate collectability of the account. As such, these factors may change over time causing the
allowance level and bad debt expense to be adjusted accordingly. The Company updates the model each quarter and adjusts the balance accordingly.
The accounts receivable balances on the consolidated balance sheets are net of an allowance for expected credit losses of $ 0.1 million
as of both December 31, 2024 and 2023. Past due accounts are written off when our efforts have been unsuccessful in collecting amounts
due.

 In
the first quarter of 2023, the Company allocated $ 200,000 into a promissory note. The promissory note is carried at amortized cost on
the Company's consolidated balance sheet under the caption "other equity securities and other holdings." Due to the
promissory note being held at amortized cost, it falls into the scope of ASU 2016-13. Due to immateriality, the Company does not have
a current expected credit allowance against the promissory note.

are stated at the lower of cost (first-in, first-out) or net realizable value. Inventories include appropriate elements of material,
labor and manufacturing overhead. Inventory balances are net of reserves on slow moving or obsolete inventory. The Company reviews its
inventory on hand on an item-by-item basis for obsolete or slow moving inventory. The Company's management considers various factors
to estimate each item's net realizable value including recent sales history, industry trends, customer demand, and technological
developments. In instances where net realizable value is deemed to be lower than cost, the Company decreases the value of that inventory
to the estimated net realizable value.

 Property,
Plant and Equipment

 Significant
expenditures for the replacement or expansion of property, plant and equipment are capitalized. Depreciation of property, plant and equipment
is provided over the estimated useful lives of the respective assets using the straight-line method. For financial reporting purposes,
assets are depreciated over the estimated useful lives of 20 years for buildings and improvements, the lesser of the lease term or the
estimated useful life for leasehold improvements, three to ten years for machinery and equipment, seven years for furniture and fixtures
and three years for computers and accessories. The Company generally uses accelerated methods of depreciation for income tax purposes.
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. The recoverability of property, plant and equipment is based on management's estimates of future
undiscounted cash flows and these estimates may vary due to a number of factors, some of which may be outside of management's control.
To the extent that the Company is unable to achieve management's forecasts of future income, it may become necessary to record
impairment losses for any excess of the net book value of property, plant and equipment over their fair value.

 The
Company incurs maintenance costs on all of its major equipment. Repair and maintenance costs are expensed as incurred.

 Business
Combinations

 The
Company uses the acquisition method of accounting for acquired businesses. Under the acquisition method, the financial statements reflect
the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are
recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated
fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is often required in estimating the
fair value of assets acquired, particularly intangible assets. As a result, in the case of significant acquisitions, the Company normally
obtains the assistance of third-party valuation specialists in estimating fair values of tangible and intangible assets. The fair value
estimates are based on available historical information and on expectations and assumptions about the future, considering the perspective
of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain.
Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates
and assumptions.

 Income
Taxes

 The
Company follows the asset and liability method of accounting for income taxes, whereby deferred income tax assets and liabilities are
recognized for (i) the differences between the financial statement carrying amount of existing assets and liabilities and their respective
tax bases and (ii) loss and tax credit carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment.
Future tax benefits are recognized to the extent that realization of such benefits is more likely than not and a valuation allowance
is established for any portion of a deferred tax asset that management believes will not be realized. Current federal income taxes are
charged or credited to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the
current year. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense (benefit).

 Other
Taxes

 Sales
taxes assessed by governmental authorities, including sales, use and excise taxes, are recorded on a net basis. Such taxes are excluded
from revenues and are shown as a liability on the consolidated balance sheet until remitted to the appropriate taxing authorities.

 Advertising
Costs

 Advertising
and promotional costs are expensed as incurred and amounted to approximately $ 0.1 million for each of the years ended December 31, 2024
and 2023, and are included within selling expenses on the consolidated statements of operations.

 Concentration
of Credit Risk

 Financial
instruments which potentially expose the Company to concentrations of credit risk include holdings in equity securities and other holdings,
cash, accounts receivable and deposits with reinsured companies. The Company maintains its cash with a major U.S. domestic banking institution
which is insured by the Federal Deposit Insurance Corporation ("FDIC") for up to $ 250,000. As of December 31, 2024, the Company
held funds in excess of these FDIC insured amounts. The terms of these deposits are on demand to mitigate some of the associated risk.
The Company has not incurred losses related to these deposits. The Company sells its products to a large number of customers in many
different geographic regions. To minimize credit risk related to accounts receivable, the Company performs ongoing credit evaluations
of its customers' financial condition.

 The
Company's top ten customers accounted for approximately 41 % and 38 % of consolidated products and services revenues during the year
ended December 31, 2024 and 2023, respectively. Trade accounts receivable from these customers represented approximately 70 % of net consolidated
trade receivables at December 31, 2024. One of the Company's customers accounted for more than 10 % of both its consolidated products
and services net revenues during the year ended December 31, 2024 and its net consolidated trade accounts receivables as of December
31, 2024. None of the Company's customers accounted for more than 10 % of both its consolidated products and service net revenues
during the year ended December 31, 2023 and its net consolidated trade accounts receivables as of December 31, 2023. While management
believes its relationships with such customers are stable, most arrangements are made by purchase order and are terminable at will by
either party. A significant decrease or interruption in business from the Company's significant customers could have a material
adverse effect on the Company's business, financial condition and results of operations. The Company could also be adversely affected
by such factors as changes in foreign currency rates and weak economic and political conditions in each of the countries in which the
Company sells its products and offers its services.

 Post-Retirement
Benefits

 The
Company recognizes the overfunded or underfunded position of a defined benefit postretirement plan as an asset or liability in the consolidated
balance sheet, measures the plan's assets and its obligations that determine its funded status as of each consolidated balance
sheet date and recognizes the changes in the funded status through comprehensive loss in the year in which the changes occur.

 Foreign
Currency Translation

 For
the Company's foreign subsidiary, the environment in which the business conducts operations is considered the functional currency,
generally the local currency. The assets and liabilities of the foreign subsidiary are translated into the United States dollar at the
foreign exchange rates in effect at the end of the period. Revenue and expenses of the Company's foreign subsidiary are translated
using an average of the foreign exchange rates in effect during the period. Translation adjustments are not included in determining net
earnings but are presented in comprehensive loss within the consolidated statements of comprehensive loss. Transaction gains and losses
that arise from foreign exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included
in the consolidated statements of operations as incurred. If the Company disposes of its holding in a foreign entity, any gain or loss
on currency translation balance recorded in accumulated other comprehensive loss would be recognized as part of the gain or loss on disposition.

 Warranty
Reserves

 In
most instances, digital products are covered by the manufacturing firm's warranty; however, for certain customers, the Company
may grant warranties in excess of the manufacturer's warranty. In addition, the Company provides warranty coverage on screens it
manufactures. The Company accrues for these costs at the time of sale. The following table summarizes warranty activity for the years
ended December 31 (in thousands):

 Schedule
of Warranty Reserves

 2024

 2023

 Warranty accrual at beginning of
 year

 $

 $

 Charged to expense

 -

 Claims
 paid, net of recoveries

 ( 40
)

 Warranty accrual at
 end of year

 $

 $

 Contingencies

 The
Company accrues for contingencies when its assessments indicate that it is probable that a liability has been incurred and an amount
can be reasonably estimated. The Company's estimates are based on currently available facts and its estimates of the ultimate outcome
or resolution. Actual results may differ from the Company's estimates, resulting in an impact, positive or negative, on earnings.

 Stock-Based
Compensation

 The
Company has accounted for stock-based compensation under the provisions of ASC Topic 718 – Stock Compensation, which requires the
use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of
stock or equity instruments. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation
model using assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate along with multiple
Monte Carlo simulations to determine a derived service period as the options vest based upon meeting certain performance conditions.
The fair value of each stock option award is recorded as compensation expense on a straight-line basis over the requisite service period,
which is generally the period in which the stock options vest, with a corresponding increase to additional paid-in capital.

 The
Company has also issued restricted stock units ("RSUs") to certain of its employees and directors which have been accounted
for as equity-based awards since, upon vesting, they are required to be settled in the Company's common shares. We have used the
fair value of the Company's common stock on the date the RSUs were issued to estimate the grant date fair value of those RSUs which
vest solely based upon the passage of time. The fair value of each RSU is recorded as compensation expense over the requisite service
period, which is generally the expected period over which the awards will vest.

 Based
upon the Company's historical forfeiture rates relating to stock options and RSUs, the Company has not made any adjustment to stock
compensation expense for expected forfeitures as of December 31, 2024 or during the years ended December 31, 2024 and 2023.

 Fair
Value of Financial Instruments

 The
carrying values of certain financial instruments, including cash, accounts receivable, short-term holdings, deposits held, accounts payable,
other accrued expenses, and short-term debt, approximate fair value due to their short-term nature. The Company measures the fair value
of financial instruments in accordance with GAAP which defines fair value as the exchange price that would be received for an asset (or
paid to transfer a liability) in the principal or most advantageous market for the asset (or liability) in an orderly transaction between
market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use
of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company's short-term debt is recorded
at historical cost. See Note 6 for further information on the fair value of the Company's financial instruments.

 Earnings
(Loss) Per Common Share

 Basic
earnings (loss) per common share is computed using the weighted average number of shares outstanding during the respective period.

 Diluted
earnings (loss) per common share assumes conversion of all potentially dilutive outstanding stock options, restricted stock units, warrants
or other convertible financial instruments. Potential common shares outstanding are excluded from the calculation of diluted earnings
(loss) per share if their effect is anti-dilutive.

 Leases

 The
Company and its subsidiaries lease warehouse and office facilities and equipment under operating and finance leases expiring through
2027. Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains
a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control
over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from
the use of the asset and (b) the right to direct the use of the asset.

 Right-of-use
assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement
date. Certain of the leases contain extension options; however, the Company has not included such options as part of its right-of-use
assets and lease liabilities because it does not expect to extend the leases. The Company measures and records a right-of-use asset and
lease liability based on the discount rate implicit in the lease, if known. In cases where the discount rate implicit in the lease is
not known, the Company measures the right-of-use assets and lease liabilities using a discount rate equal to the Company's estimated
incremental borrowing rate for loans with similar collateral and duration.

 The
Company elected to not apply the recognition requirements of ASC Topic 842, "Leases," to leases
of all classes of underlying assets that, at the commencement date, have a lease term of 12 months or less and do not include an option
to purchase the underlying asset that the lessee is reasonably certain to exercise. Instead, lease payments for such short-term leases
are recognized in operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation
for those payments is incurred.

 The
Company elected, as a lessee, for all classes of underlying assets, to not separate nonlease components from lease components and instead
to account for each separate lease component and the nonlease components associated with that lease component as a single lease component.

 Note
3. Recently Adopted and Issued Accounting Standards

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures, which adds required disclosures of significant expenses for each reportable segment, as well as
certain other disclosures to help investors understand how the chief operating decision maker ("CODM") evaluates segment
expenses and operating results. The new standard also allows disclosure of multiple measures of segment profitability, if those measures
are used to allocate resources and assess performance. The amendments are effective for public companies for fiscal years beginning after
December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of this accounting standard
update did not have a material impact on our consolidated financial statements.

 In
December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires
disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income
taxes paid. ASU 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption
permitted. ASU 2023-09 will not impact amounts recorded in the Company's financial statements but, instead, will require more detailed
disclosures in the notes to the financial statements. The Company plans to provide the updated disclosures required by ASU 2023-09 in
the periods in which they are effective.

 Note
4. Merger of FGF and FGH

 On
February 29, 2024, FGF and 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.

 The
merger involved a change of control between two businesses and was accounted for as a reverse acquisition in accordance with ASC 805
Business Combinations ("ASC 805"). 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.

 Per
ASC 805, the acquirer measures the identifiable assets acquired and the liabilities assumed at their acquisition-date fair values. The
Company determined the fair value of the FGF assets and liabilities as of February 29, 2024 was approximately $ 17.9 million. In a reverse
acquisition, generally the legal acquirer (accounting acquiree) issues consideration in the transaction. As such, the fair value of the
consideration transferred is determined based on the number of equity interests the accounting acquirer (legal acquiree) would have had
to issue to the owners of the legal acquirer (accounting acquiree) in order to provide the same ratio of ownership of equity interests
in the combined entity as a result of the reverse acquisition. Management determined total consideration was $ 15.6 million, which resulted
in a bargain purchase gain of $ 2.3 million. Management evaluated the bargain purchase gain and revisited the value of the individual
assets acquired and liabilities assumed in the merger and determined that no adjustments to reduce the fair value of the assets or increase
the fair value of the liabilities assumed were necessary.

 The
following table summarizes the fair values assigned to the net assets acquired and the liabilities assumed as part of the merger (in
thousands):

 Schedule of Fair Values Assigned to the Net Assets Acquired and the Liabilities Assumed

 $
 1,903

 Reinsurance balances receivable

 19,011

 Equity and other holdings

 28,868

 Notes receivable

 Funds deposited with reinsured companies

 8,373

 Right of use asset

 Property and equipment, net

 Other current assets

 Total identifiable assets acquired

 59,477

 Accounts payable and accrued expenses

 1,134

 Loss and loss adjustment expense reserves

 9,036

 Present value of future profits

 8,981

 Operating lease obligation

 Total liabilities assumed

 19,187

 Series A Preferred

 Net assets acquired

 $
 17,925

 The
value of the net assets acquired exceeded the purchase price by approximately $ 2.3 million. As a result, the Company recorded a gain
on the bargain purchase during 2024, which is recorded within bargain purchase on acquisition and other (expense) income, net on the
consolidated statement of operations.

 The
amounts of revenue and earnings of FGF included in the Company's consolidated statement of operations from continuing operations
from the acquisition date to December 31, 2024 are as follows:

 Schedule of Revenue and Earnings

 (in thousands)

 $
 ( 9,706
)

 $
 ( 11,927
)

 The
table below represents the pro forma consolidated income statement as if FGF had been included in the consolidated results of the Company
for the years ended December 31, 2024 and December 31, 2023. The revenue amounts below exclude revenue generated by our discontinued
operations.

 Schedule of Pro Forma Consolidated Income Statement

 Year
 Ended

 Year
 Ended

 $
 17,421

 $
 27,304

 $
 ( 25,901

)

 $
 ( 9,012

)

 Note
5. Discontinued Operations

 On
May 3, 2024, Strong Global Entertainment entered into the Acquisition Agreement with FGAC, Strong/MDI, FGAC Investors LLC, and CG
Investments VII Inc. On September 25, 2024, Strong Global Entertainment completed the transaction. As part of the closing, FGAC was
renamed Saltire. Pursuant to the Acquisition Agreement, Strong Global Entertainment received the equivalent of approximately $ 29.5
million in cash and preferred and common shares of Saltire, consisting of: (i)
cash consideration in an amount equal to 25% of the net proceeds of a concurrent private placement (or $0.8 million), (ii) the
issuance of preferred shares with an initial preferred share redemption amount of $9.0 million, and (iii) the issuance of $19.7
million of Saltire common shares. In connection with the transaction, and after including the impact of the reclassification
of approximately $ 5.4
million from accumulated other comprehensive income to realized loss on foreign exchange, the Company recorded a net gain on the
sale of Strong/MDI of approximately $ 21.8
million, which is presented as a component of income from discontinued operations in the accompanying consolidated statement of
operations.

 Upon
completion of the transaction, Strong Global Entertainment holds an ownership interest of approximately 37.3 % in Saltire.

 Management
evaluated the classification of Strong/MDI as a discontinued operation and determined Strong/MDI is a component of an entity and represented
a discontinued operation. Accordingly, Strong/MDI has been included as part of discontinued operations for all periods presented.

 The
Company's wholly owned reinsurance subsidiary, FG Reinsurance Ltd ("FGRe"), a Cayman Islands limited liability company,
provides specialty property and casualty reinsurance. FGRe has been granted a Class B (iii) insurer license in accordance with the terms
of The Insurance Act (as revised) of the Cayman Islands and underlying regulations thereto and is subject to regulation by the Cayman
Islands Monetary Authority (the "Authority"). The terms of the license require advance approval from the Authority should
FGRe wish to enter into any reinsurance agreements which are not fully collateralized.

 During
the fourth quarter of 2024, the Board approved a plan to evaluate the potential sale of the Company's
reinsurance business. On March 14, 2025, the Company entered into an agreement to for the sale of the entire issued share capital of
it's FG RE Corporate Member Limited and for the planned commutation of its Lloyds of London reinsurance treaties UHA 251 22, B1868HT2300259,
and B1868HT2400259. The total consideration expected to be received from the sale of the corporate member and commutations of the treaties
is $ 5.6 million, comprised of $ 0.3 million for the purchase of the corporate member and $ 5.3 million funds held at Lloyds of London supporting
the commuted treaties being replaced by the buyer. The transaction is subject to customary closing conditions and approvals and consents
and is expected to close in the second quarter of 2025.

 The
Company recorded an impairment charge of approximately $ 2.1 million to adjust the carrying amount of the disposal group to its fair value
less cost to sell. The transactions are expected to close in the second quarter of 2025.

 Management
evaluated the classification of its reinsurance business as a discontinued operation as of December 31, 2024 and determined the reinsurance
business is a component of an entity and represented a discontinued operation. Accordingly, the reinsurance business has been included
as part of discontinued operations for all periods presented.

 In
March 2022, Strong Studios acquired from Landmark Studio Group LLC ("Landmark"), the rights to original feature films and
television series, and was assigned third party rights to content for global multiplatform distribution. The transaction entailed the
acquisition of certain projects which are in varying stages of development. During the second quarter of 2022, Safehaven 2022, Inc. ("Safehaven
2022") was established to manage the production and financing of the Safehaven television series, one of the in-process
projects acquired from Landmark.

 In
September 2023, the Company acquired all of the outstanding capital stock of Unbounded Media Corporation ("Unbounded"),
an independent media and creative production company. Unbounded developed, created and produced film, advertising, and branded
content for a broad range of clients. The Company expected that Unbounded, in partnership with Strong Studios, would also further
develop its original IP portfolio, under its Fieldhouse Entertainment division, which included feature films employing Strong
Studios' long form production expertise and industry network.

 As
of December 31, 2023, the board of directors of Strong Global Entertainment approved the Company's plan to exit its content business,
including Strong Studios and Unbounded and authorized management to proceed with such plan.

 Management
evaluated the classification of the content business as a discontinued operation as of December 31, 2023. The content business included
employees and operations that were dedicated solely to that portion of the overall business. In addition, the Company's accounting
system and bank accounts were set up in a manner that allowed for the cash flows to be clearly distinguished from the rest of the entity.
Management determined its content business is a component of an entity and represented a discontinued operation effective December 31,
2023. Accordingly, the content business has been included as part of discontinued operations for all periods presented. As noted above,
management began implementing the exit plan in late December 2023. All employees of the content business were notified of the Company's
plans to exit the business in December and management immediately began working to implement the exit plan.

 In
connection with the plan to exit the content business, the Company shut down the acquired Unbounded operations effective December 31,
2023.

 The
Company executed a Stock Purchase Agreement effective January 1, 2024 for the sale of the majority of the Strong Studios operations
(the "Stock Purchase Agreement"). As a result, the Company classified the assets and liabilities as discontinued
operations as of December 31, 2023, and the assets and liabilities were transferred to the purchaser during the first quarter of
2024.

 Pursuant
to the Stock Purchase Agreement, the Company transferred the Strong Studios legal entity and all assets and liabilities related to Strong
Studios, except the assets and liabilities related to Safehaven. The Stock Purchase Agreement included a sales price of $ 0.6 million
in cash, to be paid in installments, and assumption of certain liabilities of Strong Studios. In addition to the $ 0.6 million purchase
price, the Company could recoup its holdings in the underlying projects in the future if the projects are profitably commercialized.
The first installment payment was due in February 2024, but the payment has not been received from the purchaser, and management is uncertain
if any proceeds will ultimately be received. As a result, the Company has adjusted the carrying value of the net assets related to Strong
Studios to $ 0 as of December 31, 2023.

 The
 Safehaven series was not transferred as part of the Stock Purchase Agreement as the Company and the other investors in the series
were involved in a dispute relating to the financial management of the project. As a result of the dispute and the impact on the Company's
ability to predict any future revenue participation from the sale/license of the series, the carrying value of the assets and liabilities
was adjusted to $ 0 as of December 31, 2023. In July 2024, the Company resolved the dispute, which did not result in any cash payments
or a material impact to its current period financial statements. In addition, the Company maintained a right to receive distributions
to recover its investment and to participate in series profits (if any).

 The
major classes of assets and liabilities included as part of discontinued operations are as follows (in thousands):

 Schedule of Major Class Assets and Liabilities Included as Part of Discontinued Operations

 Total

 Total

 Total

 Total

 Cash

 $
 -

 $
 -

 $
 -

 $
 -

 $

 $
 -

 $
 -

 $

 Accounts receivable, net

 -

 -

 -

 -

 2,948

 -

 2,975

 -

 -

 -

 -

 2,598

 -

 -

 2,598

 Other current assets

 -

 -

 -

 -

 -

 Property, plant and equipment, net

 -

 -

 -

 -

 1,105

 -

 -

 1,105

 Reinsurance balance receivable

 -

 22,976

 -

 22,976

 -

 -

 -

 -

 Funds deposited with reinsured companies

 -

 8,650

 -

 8,650

 -

 -

 -

 -

 Goodwill and intangible assets

 -

 -

 -

 -

 -

 -

 Film & TV programming
 rights

 -

 -

 -

 -

 -

 -

 Total
 assets of discontinued operations

 $
 -

 $
 31,626

 $
 -

 $
 31,626

 $
 8,946

 $
 -

 $

 $
 9,886

 Accounts payable and accrued expenses

 $
 -

 $
 -

 $
 -

 $
 -

 $
 2,375

 $
 -

 $
 1,321

 $
 3,696

 Deferred revenue and customer deposits

 -

 -

 -

 -

 -

 -

 Short-term debt

 -

 -

 -

 -

 2,438

 -

 -

 2,438

 Long-term debt

 -

 -

 -

 -

 -

 -

 Loss and loss adjustment expense reserves

 -

 13,283

 -

 13,283

 -

 -

 -

 -

 Present value of future profits

 -

 9,153

 -

 9,153

 -

 -

 -

 -

 Deferred income tax liabilities,
 net

 -

 -

 -

 -

 -

 -

 Total
 liabilities of discontinued operations

 $
 -

 $
 22,436

 $
 -

 $
 22,436

 $
 5,407

 $
 -

 $
 1,392

 $
 6,799

 The
major line items constituting the net income (loss) from discontinued operations are as follows (in thousands):

 Schedule of Net Loss From Discontinued Operation

 Total

 Total

 Year

 Year

 Total

 Total

 Net product and services revenue

 $
 11,286

 $
 -

 $
 -

 $
 11,286

 $
 16,798

 $
 -

 $
 6,385

 $
 23,183

 Net premiums earned

 -

 18,708

 -

 18,708

 -

 -

 -

 -

 11,286

 18,708

 -

 29,994

 16,798

 -

 6,385

 23,183

 Cost of products and services revenues

 6,530

 -

 -

 6,530

 10,288

 -

 4,346

 14,634

 Net losses and loss adjustment expenses

 -

 11,572

 -

 11,572

 -

 -

 -

 -

 Amortization of deferred policy acquisition
 costs

 -

 4,983

 -

 4,983

 -

 -

 -

 -

 Selling and administrative expenses

 2,800

 2,079

 4,931

 3,109

 -

 4,629

 7,738

 Loss (gain) on disposal
 and impairment of assets

 2,057

 ( 10
)

 2,119

 -

 -

 2,268

 2,268

 Total
 expenses

 9,402

 20,691

 30,135

 13,397

 -

 11,243

 24,640

 Income (loss) from operations

 1,884

 ( 1,983
)

 ( 42
)

 ( 141
)

 3,401

 -

 ( 4,858
)

 ( 1,457
)

 Other income (expense)

 21,800

 ( 22
)

 -

 21,778

 ( 415
)

 -

 ( 170
)

 ( 585
)

 Income (loss) from discontinued
 operations before taxes

 23,684

 ( 2,005
)

 ( 42
)

 21,637

 2,986

 -

 ( 5,028
)

 ( 2,042
)

 Income tax expense

 ( 93
)

 -

 -

 ( 93
)

 ( 292
)

 -

 -

 ( 292
)

 Net
 income (loss) from discontinued operations

 $
 23,591

 $
 ( 2,005
)

 $
 ( 42
)

 $
 21,544

 $
 2,694

 $
 -

 $
 ( 5,028
)

 $
 ( 2,334
)

 Note
6. Equity Holdings and Fair Value Disclosures

 As
of December 31, 2024, the Company held approximately $ 60.1 million in holdings in equity securities and other holdings. The Company accounts
for each of its equity holdings using either the fair value method, the equity method or the cost method as summarized below as of December
31, 2024 (in thousands):

 Schedule of Equity Holdings

 Fair
 Value Method

 Cost Method

 FG
 Merchant Partners, LLC

 FGAC
 Investors LLC

 FG
 Merger Investors LLC

 Aldel
 Investors II LLC

 Saltire

 Forest Products Holdings LLC

 Total

 Method

 Fair
 Value Method

 Cost Method

 FG
 Merchant Partners, LLC

 FGAC
 Investors LLC

 FG
 Merger Investors LLC

 Aldel
 Investors II LLC

 Saltire

 Forest Products Holdings LLC

 Total

 Holdings in publicly traded companies:

 Forest Products common shares

 $
 5,339

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 $
 5,806

 Saltire common and preferred
 shares and warrants

 -

 -

 4,334

 -

 -

 27,227

 -

 32,530

 iCoreConnect common shares
 and warrants

 -

 -

 -

 -

 -

 OppFi warrants

 -

 -

 -

 -

 -

 -

 -

 Aldel II founder shares
 and warrants

 -

 -

 -

 -

 1,270

 -

 -

 2,267

 Holdings in privately held companies:

 FG Communities common and
 preferred shares

 -

 2,250

 2,041

 -

 -

 -

 -

 -

 4,291

 Firefly preferred shares

 -

 12,898

 -

 -

 -

 -

 -

 -

 12,898

 Craveworthy common shares
 and note

 -

 1,457

 -

 -

 -

 -

 -

 1,657

 Other

 -

 -

 -

 -

 -

 -

 -

 Total

 $
 5,763

 $
 15,429

 $
 5,531

 $
 4,334

 $

 $
 1,270

 $
 27,227

 $

 $
 60,073

 As
of December 31, 2023, prior to the merger with FGF, the Company's only equity holdings consisted of (i) FGH's equity
interests in FGF which was held through its holding in FG Financial Holdings, LLC, which was eliminated in connection with the
Merger, (ii) its holding in GreenFirst (as defined below), which was accounted for using the fair value method and (iii) its holding
in Firefly Systems, Inc. ("Firefly") which was accounted for using the cost method.

 Fair
Value Method Holdings

 The
carrying value of fair value method holdings is determined based on the security's trading price multiplied by the number of shares
held. The following table summarizes the Company's fair value method holdings as of December 31, 2024 and December 31, 2023 (in
thousands):

 Schedule of Fair Value

 As of December

 Cost
 Basis

 Gross
 Gains

 Gross
 Losses

 Carrying

 GreenFirst common stock

 $
 8,679

 $
 -

 $
 ( 3,340
)

 $
 5,339

 iCoreConnect common shares

 -

 OppFi common stock and
 warrants

 -

 Total fair value method holdings

 $
 8,716

 $

 $
 ( 3,340
)

 $
 5,763

 As of December

 Cost
 Basis

 Gross
 Gains

 Gross
 Losses

 Carrying

 common stock

 $
 8,679

 $
 1,873

 $
 -

 $

 Total fair value method holdings

 $
 8,679

 $
 1,873

 $
 -

 $

Forest Products Inc. ("GreenFirst") is a publicly-traded Canadian company focused on environmentally sustainable forest management
and lumber production. The Company holds shares of GreenFirst directly that are accounted for at fair value of $ 5.3 million based on
observable quoted market prices. The Company also holds approximately $ 0.5 million of GreenFirst common shares through an equity method
holding in GreenFirst Forest Products Holdings LLC (see Equity Method Holdings below).

 OppFi
Inc. ("OppFi") is a publicly-traded tech-enabled, mission-driven specialty finance platform that broadens the reach of community
banks to extend credit access to everyday Americans. The Company accounts for its common shares and warrants of OppFi using the fair
value method based on observable quoted market prices.

Method Holdings

 As
of December 31, 2023, the Company's only equity method holding consisted of FGH's equity interests in FGF which was held
through its holding in FG Financial Holdings, LLC, which was eliminated in connection with the Merger.

 On
January 4, 2021, FGMP was formed as a Delaware limited partnership to co-sponsor newly formed SPACs with their founders or partners,
as well as other merchant banking interests. The Company is the sole managing member of the general partner of FGMP and holds a limited
partner interest of approximately 50 % in FGMP directly and through its subsidiaries. FGMP participates as a co-sponsor of the SPACs launched
under our SPAC Platform as well as merchant banking initiatives.

 For
the year ended December 31, 2024, the Company recorded an equity method loss from FGMP of approximately $ 2.7 million. The Company made
capital contributions of approximately $ 26,000 to FGMP during the year ended December 31, 2024. Of the $ 5.5 million carrying value of
our holding in FGMP at December 31, 2024, the Company may allocate up to approximately $ 0.4 million to incentivize and compensate individuals
and entities for the successful merger of SPACs launched under our platform.

 The
Company holds direct limited liability company interests in FGAC Investors LLC, which holds equity interests in FG Acquisition Corp.,
in FG Merger Investors LLC, which maintains holdings in iCoreConnect Inc. ("iCoreConnect"), and GreenFirst Forest Products
Holdings, LLC, which holds equity securities in GreenFirst. Management determined that it has the ability to exercise significant influence
over FGAC Investors LLC, FG Merger Investors LLC and GreenFirst Forest Products Holdings LLC, and accounts for each of these holdings
under the equity method of accounting.

 For
the year ended December 31, 2024, the Company recorded an equity method loss on FG Merger Investors
LLC of approximately $ 3.8 million. The Company recorded an equity method loss from GreenFirst Forest Products Holdings LLC of approximately
$ 0.3 million for the year ended December 31, 2024, and a loss of $ 4.6 million from FGAC Investors LLC for the year ended December 31,
2024.

 The
summarized financial information presented below reflects the aggregated underlying financial information for our holdings accounted
for under the equity method (in thousands):

 Schedule of Financial Information for Investments Accounted Under the Equity Method

 As
 of

 $
 1,631

 Other current assets

 8,043

 Equity holdings

 45,495

 Other long-term
 assets

 5,688

 Total assets

 $
 60,857

 Current liabilities

 $
 21,481

 Long-term liabilities

 4,105

 Total liabilities

 $
 25,586

 Year
 Ended
 December 31, 2024

 Net equity and other holdings loss

 $
 2,239

 Other revenue

 6,335

 Net loss

 ( 45,154

)

 Certain
holdings owned by our equity method investees are valued using Monte-Carlo simulation and option pricing models. Inherent in Monte-Carlo
simulation and option pricing models are assumptions related to expected volatility and discount for lack of marketability of the underlying
holding. Our investees estimate the volatility of these holdings based on the historical performance of various broad market indices
blended with various peer companies which they consider as having similar characteristics to the underlying holding, as well as consideration
of price and volatility of relevant publicly traded securities such as SPAC warrants. Our investees also consider the probability of
a successful merger when valuing equity for SPACs that have not yet closed. Actual results from those holdings over time could vary significantly
from estimates using Monte-Carlo simulation and option pricing models.

 Cost
Method Holdings without Readily Determinable Fair Value

 In
addition to our equity method and fair value method holdings, other holdings which do not have a readily determinable fair value are
accounted for at their cost, subject to any adjustment from time to time due to impairment or observable price changes in orderly transactions.
When the Company observes an orderly transaction of an investee's identical or similar equity securities, the Company adjusts the
carrying value based on the observable price as of the transaction date. Any profit distributions the Company receives on these holdings
are included in net holdings income. The Company is not aware of any issuances of identical or similar equities during the year ended
December 31, 2024. As a result, the carrying value of holdings without readily determinable fair value did not change during the year
ended December 31, 2024.

 The
Company's other holdings include a convertible promissory note and a senior unsecured promissory note.

 On
September 29, 2023, the Company invested $ 250,000 in a convertible promissory note with ThinkMarkets, of which
$ 202,500 has
been repaid through December 31, 2024. The promissory note has an interest rate of 15 %
annually, with interest payments due monthly, and matures on August
1, 2025. The Company evaluated the convertible
promissory note's settlement provisions and elected the fair value option to value this instrument. Under the fair value election,
the convertible promissory note is measured initially and subsequently at fair value. As of December 31, 2024, the fair value was calculated
to be $ 47,500.

 On
March 16, 2023, the Company invested $ 200,000 in a senior unsecured loan to Craveworthy. The loan had an interest rate of 13 % and a maturity
of March 15, 2024. The senior unsecured note was amended to a convertible bridge loan on October 17, 2023, and the maturity date was
changed to October 16, 2024. In November 2024, the Company and Craveworthy extended the maturity date to April 16, 2025. The $ 200,000
principal and any interest accrued may be prepaid voluntarily by Craveworthy but is not required to be paid until the date of maturity.
As of December 31, 2024, the entire principal amount of $ 200,000 as well as approximately $ 46,000 of accrued interest was outstanding.

 Impairment

 For
equity securities without readily determinable fair values, impairment is determined via a qualitative assessment which considers indicators
to evaluate whether the holding is impaired. Some of these indicators include a significant deterioration in the earnings performance
or asset quality of the investee, a significant adverse change in regulatory, economic or general market conditions in which the investee
operates, or doubt over an investee's ability to continue as a going concern. If the holding is deemed to be impaired after conducting
this analysis, management would estimate the fair value of the holding to determine the amount of impairment loss.

 For
equity method holdings, evidence of a loss in value might include a series of operating losses of an investee, the absence of an ability
to recover the carrying amount of the holding, or a deterioration in the value of the investee's underlying assets. If these, or
other indicators, lead to the conclusion that there is a decrease in the value of the holding that is other than temporary, the Company
would recognize that decrease in value even though the decrease may be in excess of what would otherwise be recognized under the equity
method of accounting.

 The
risks and uncertainties inherent in the assessment methodology used to determine impairment include, but may not be limited to, the following:

 the
 opinions of professional appraisers could be incorrect;

 the
 past operating performance and cash flows generated from the operations of the Company's holdings may not reflect their future performance;
 and

 the
 estimated fair values for holdings for which observable market prices are not available are inherently imprecise.

 The
Company did not record an impairment on its holdings during the year ended December 31, 2024.

 Net
holdings loss for the year ended December 31, 2024 is as follows (in thousands):

 Schedule of Net Holdings Loss

 Year
 Ended
 December 31, 2024

 Realized gain
 on common stock

 $

 Change in unrealized holding
 on common stock

 ( 4,749
)

 Loss on equity method holdings

 ( 11,294
)

 Other

 1,062

 Net holdings loss

 $
 ( 14,675
)

 Fair
Value Measurements

 The
Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal
or most advantageous market. The FASB has issued guidance that defines fair value as the exchange price that would be received for an
asset (or paid to transfer a liability) in the principal, or most advantageous market in an orderly transaction between market participants.
This guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the
use of unobservable inputs when measuring fair value. The guidance categorizes assets and liabilities at fair value into one of three
different levels depending on the observation of the inputs employed in the measurements, as follows:

 Level
 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets providing the
 most reliable measurement of fair value since it is directly observable.

 Level
 2 – inputs to the valuation methodology which include quoted prices for similar assets or liabilities in active markets. These
 inputs are observable, either directly or indirectly, for substantially the full-term of the financial instrument.

 Level
 3 – inputs to the valuation methodology which are unobservable and significant to the measurement of fair value.

 The
availability of valuation techniques and observable inputs can vary from holding to holding and are affected by a variety of factors,
including the type of holding, whether the holding is new and not yet established in the marketplace, the liquidity of markets and other
characteristics specific to the individual holding. In some cases, the inputs used to measure fair value might be categorized within
different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the hierarchy
based on the lowest level input that is significant to the fair value measurement. When determining fair value, the Company uses valuation
techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

 Financial
instruments measured, on a recurring basis, at fair value as of December 31, 2024 and December 31, 2023 in accordance with the guidance
promulgated by the FASB are as follows (in thousands):

 Schedule of Financial Instruments Measured on Recurring Basis at Fair Value

 As of December

 Level

 Level

 Level

 Total

 OppFi warrants

 $

 $
 -

 $
 -

 $

 iCoreConnect common shares and warrants

 -

 -

 GreenFirst common stock

 5,339

 -

 -

 5,339

 Financial instrument fair value

 $
 5,763

 $
 -

 $
 -

 $
 5,763

 As of December 31, 2023

 GreenFirst common stock

 $

 $
 -

 $
 -

 $

 Financial instrument fair value

 $

 $
 -

 $
 -

 $

 Holdings
without a readily determinable fair value are measured at fair value on a nonrecurring basis. During the year ended December 31, 2024,
the Company did not record any adjustments due to impairment or observable price changes in orderly transactions.

 The
following table provides a rollforward of nonrecurring Level 3 fair value measurements for the year ended December 31, 2024 (in thousands):

 Schedule of Nonrecurring Level 3 Fair
Value Measurements

 Assets:

 Convertible notes

 Beginning balance

 -

 Increase as
 a result of Merger (Note 4)

 Increase in fair value
 of convertible note

 -

 Repayments

 ( 202
)

 Balance, December 31, 2024

 $

 Note
7. Inventories

consisted of the following (in thousands):

 Schedule of Inventories

 Raw materials and components

 $
 -

 $
 -

 Work in process

 -

 Finished goods, net of reserve

 1,432

 1,476

 Total

 $
 1,432

 $
 1,482

 The
inventory balances are net of reserves of approximately $ 0.4 million as of both December 31, 2024 and December 31, 2023. The inventory
reserves primarily related to the Company's finished goods inventory. A rollforward of the inventory reserve for the year ended
December 31, 2024, is as follows (in thousands):

 Schedule of Inventory Reserves

 Inventory reserve balance at December

 $

 Inventory write-offs during 2024

 Provision for inventory
 reserve during 2024

 Inventory reserve balance
 at December 31, 2024

 $

 Note
8. Property, Plant and Equipment

 Property,
plant and equipment include the following (in thousands):

 Schedule of Property, Plant and Equipment

 Land

 $

 $
 2,342

 Buildings and improvements

 3,247

 9,469

 Machinery and other equipment

 Office furniture and fixtures

 Total property, plant and equipment, cost

 4,295

 12,866

 Less: accumulated depreciation

 ( 1,514
)

 ( 1,751
)

 Property, plant and
 equipment, net

 $
 2,781

 $
 11,115

 As
discussed in Note 1, the Company sold the Digital Ignition business during the second quarter of 2024.

 Depreciation
expense approximated $ 0.6 million and $ 0.7 million during the year ended December 31, 2024 and 2023, respectively.

 Note
9. Income Taxes

 Net
loss from continuing operations before income taxes consists of (in thousands):

 Schedule of Net
loss from Continuing Operations

 2024

 2023

 Years

 2024

 2023

 United States

 $
 ( 17,420
)

 $
 ( 8,516
)

 Foreign

 ( 5,439
)

 ( 3,791
)

 Total

 $
 ( 22,859
)

 $
 ( 12,307
)

 Income
tax benefit from continuing operations consists of (in thousands):

 Schedule of Income
Tax Benefit Expense from Continuing Operations

 2024

 2023

 Years

 2024

 2023

 Federal:

 Current

 $

 $

 Deferred

 -

 -

 Total

 State:

 Current

 ( 22
)

 Deferred

 -

 -

 Total

 ( 22
)

 Foreign:

 Current

 Deferred

 ( 648
)

 ( 1,438
)

 Total

 ( 225
)

 ( 1,273
)

 Total

 $
 ( 139
)

 $
 ( 998
)

 Income
tax benefit from continuing operations differed from the amounts computed by applying the U.S. Federal income tax rate to pretax loss
from continuing operations as follows (in thousands):

 Schedule
of Income
Tax Benefit from Continuing Operations

 2024

 2023

 Years

 2024

 2023

 Expected federal income tax expense
 (benefit)

 $
 ( 4,830
)

 $
 ( 2,794
)

 State income taxes, net of federal benefit

 ( 17
)

 Foreign tax rate differential

 ( 185
)

 Change in state tax rate

 Change in valuation allowance

 4,305

 ( 1,813
)

 Merger of FGF and FGH

 2,070

 -

 Return to provision

 ( 2,151
)

 ( 383
)

 Foreign dividend inclusion

 ( 606
)

 ( 161
)

 Deferred tax adjustments

 2,949

 Other

 ( 317
)

 Total

 $
 ( 139
)

 $
 ( 998
)

 Deferred
tax assets and liabilities were comprised of the following (in thousands):

 Schedule
of Deferred Tax Assets and Liabilities

 Deferred tax assets:

 Deferred revenue

 $

 $

 Non-deductible accruals

 Inventory reserves

 Stock compensation expense

 Warranty reserves

 Uncollectible receivable
 reserves

 Net operating losses

 11,921

 2,890

 Tax credits

 1,699

 1,699

 Disallowed interest expense

 3,060

 1,697

 Equity in income of equity
 method investments

 2,154

 1,863

 Other

 Total deferred tax assets

 19,063

 11,798

 Valuation
 allowance

 ( 18,992
)

 ( 11,535
)

 Net deferred tax assets
 after valuation allowance

 Deferred tax liabilities:

 ( 318
)

 ( 567
)

 Cash
 repatriation

 ( 2,165
)

 ( 2,771
)

 Total
 deferred tax liabilities

 ( 2,483
)

 ( 3,338
)

 Net
 deferred tax liability

 $
 ( 2,412
)

 $
 ( 3,075
)

 In
assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income. The Company considers the scheduled reversal of taxable temporary differences, projected future taxable income
and tax planning strategies in making this assessment. A cumulative loss in a particular jurisdiction in recent years is a significant
piece of evidence with respect to the realizability that is difficult to overcome. Based on the available objective evidence including
recent updates to the taxing jurisdictions generating income, the Company concluded that a valuation allowance of $ 18.5 million should
be recorded against the Company's U.S. tax jurisdiction deferred tax assets as of December 31, 2024. The overall change in valuation
allowance is due to the merger of FGF and FGH; however some changes in valuation allowance were allocated to discontinued operations.
The effective tax rate above relates only to continuing operations.

 The
Company recorded a deferred tax liability related to withholding tax on the repatriation of earnings from its Canadian subsidiary of
$ 2.2 million and $ 2.8 million at December 31, 2024 and 2023, respectively.

 A
provision of Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act") was the implementation of the Global Intangible-Low Taxed
Income Tax, or "GILTI." The Company has elected to account for the impact of GILTI in the period in which the tax actually
applies to the Company. During the year ended December 31, 2024, the Company did not incur any additional taxable income as a result
of this provision.

 As
of December 31, 2024, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $ 49.5
million and $ 37.1 million respectively. Federal net operating losses of $ 4.0 million expire in 2037 for Federal losses generated through
December 31, 2017. The federal net operating losses generated in 2018 and future years will be carried forward indefinitely. Though the
Company incurred a taxable loss for the year ended December 31, 2024, gross net operating loss carryforwards decreased due to the sale
of Strong Studios. The Federal and state losses previously allocated to Strong Studios are no longer available to the Company to offset
future income. Therefore, the related deferred tax asset and offsetting valuation allowance has been removed. Additionally, the Company
has acquired additional net operating losses through the merger of FGF and FGH.

 The
Company has foreign tax credit carryforwards of approximately $ 1.7 million on December 31, 2024 that expire if not used on the 2024 tax
return. Utilization of these losses may be limited in the event certain changes in ownership occur.

 In
March of 2020, the CARES Act was enacted and made significant changes to Federal tax laws, including certain changes that were retroactive
to the 2019 tax year. Changes in tax laws are accounted for in the period of enactment and the retroactive effects are recognized in
these financial statements. There were no material income tax consequences of this enacted legislation on the reporting period of these
financial statements.

 Due
to the events of Hurricane Helene, the Company qualified for IRS relief, which extended the deadline for 2023 returns until May 1, 2025.
The Company expects to file its 2023 tax returns by the extended deadline, and this filing will be considered timely. The Company is
subject to possible examinations not yet initiated for Federal purposes for the fiscal years 2021, 2022, and 2023. In most cases, the
Company has examinations open for state or local jurisdictions based on the particular jurisdiction's statute of limitations.

 Estimated
amounts related to underpayment of income taxes, including interest and penalties, were not material for the years ended December 31,
2024, 2023, and 2022. Amounts accrued for estimated underpayment of income taxes were zero as of December 31, 2024 and 2023.

 Note
10. Equity Incentive Plans

 On
December 15, 2021, our shareholders approved the FG Financial Group, Inc. 2021 Equity Incentive Plan (the "2021 Plan"). The
purpose of the 2021 Plan is to attract and retain directors, consultants, officers and other key employees of the Company and its subsidiaries
and to provide to such persons incentives and rewards for superior performance. The 2021 Plan is administered by the Compensation and
Management Resources Committee of the Board and has a term of ten years. The 2021 Plan awards may be in the form of stock options (which
may be incentive stock options or nonqualified stock options), stock appreciation rights (or "SARs"), restricted shares,
restricted share units ("RSUs"), and other share-based awards, and provides for a maximum of 60,000 shares available for
issuance. On March 24, 2023, the Board approved an amendment to the 2021 Plan to increase the number of
shares available for issuance from 60,000 to 80,000, and on December 19, 2024, our shareholders approved an amendment to the 2021 Plan
to increase the number of shares available for issuance from 80,000 to 180,000. As of December 31, 2024, there were approximately 104,000
shares remaining available for future issuance.

 In
addition, on March 24, 2023, the Board approved an employee stock purchase plan ("FGF ESPP Plan") whereby qualifying
employees can choose each year to have up to 5% of their annual base earnings withheld to purchase the Company's common shares
in the open market. The Company matches 100% of the employee's contribution amount after thirty days of employment.

 Total
stock-based compensation expense for each of the years ended December 31, 2024 and December 31, 2023 was approximately $ 1.6 million.
As of December 31, 2024, total unrecognized stock compensation expense of approximately $ 1.2 million remained, which will be recognized
through December 2028. Stock compensation expense has been reflected in the Company's financial statements as part of general and
administrative expense.

 As
part of the Merger, each restricted stock unit and stock option award granted pursuant to the terms of FGH's 2017 Omnibus Equity
Compensation Plan were converted into options to purchase or receive an equal number of shares of the Company's common stock. The
term, vesting schedule and all of the other terms of each FGH restricted stock unit and stock option award assumed in the Merger were
not changed.

 As
part of the Arrangement with Strong Global Entertainment, each restricted stock unit and stock option award granted pursuant to the terms
of Strong Global Entertainment's 2023 Share Compensation Plan were converted into options to purchase or receive 1.5 shares of
the Company's common stock. The term, vesting schedule and all of the other terms of each FGH restricted stock unit and stock option
award assumed in the Arrangement with Strong Global Entertainment were not changed.

 Restricted
Stock Units

 The
following table summarizes RSU activity for the year ended December 31, 2024:

 Schedule of Restricted Stock Units Activity

 Restricted
 Stock Units

 Number
 of
 Units

 Weighted
 Average
 Grant Date Fair Value

 Non-vested units, December 31,
 2023

 69,343

 $
 62.24

 Granted

 32,000

 32.75

 Vested

 ( 68,511
)

 50.48

 Forfeited

 ( 1,500
)

 77.75

 Non-vested units,
 December 31, 2024

 31,332

 $
 62.57

 The
table above includes activity for RSUs for FGH, FGF and Strong Global Entertainment. The Company granted a total of 28,000 RSUs to members
of the Company's management in January 2024, all of which vested in February 2024. In May 2024, Strong Global Entertainment granted
a total of 4,000 RSUs to members of its Board of Directors. The vesting of a portion of the RSUs was accelerated in September 2024 in
connection with the Company's merger with Strong Global Entertainment, and the remaining RSUs will vest in May 2025.

 Stock
Options

 The
following table summarizes activity for stock options issued for the year ended December 31, 2024:

 Schedule of Stock Option Activity

 Common Stock
 Options

 Weighted
 Average Exercise Price

 Weighted
 Average Remaining Contractual Term (yrs)

 Weighted
 Average Grant Date Fair Value

 Aggregate
 Intrinsic Value

 Outstanding, December 31, 2023

 37,960

 $
 79.91

 8.0

 $
 35.25

 $
 -

 Granted

 -

 -

 -

 -

 -

 Exercised

 -

 -

 -

 -

 -

 Expired

 ( 6,938
)

 -

 -

 -

 -

 Forfeited

 ( 4,233
)

 -

 -

 -

 -

 Outstanding, December 31, 2024

 26,789

 $
 79.78

 5.9

 $
 36.51

 $
 -

 Exercisable, December 31, 2024

 14,685

 $
 76.43

 4.3

 $
 37.71

 $
 -

 The
table above includes activity for stock options for FGH, FGF and Strong Global Entertainment.

 Note
11. Shareholders' Equity

 8.00%
Cumulative Preferred Stock, Series A

 As
of December 31, 2024, the Company had 894,580 Series A Preferred Stock shares outstanding.

 Dividends
on the Series A Preferred Stock are cumulative from the date of original issue and are payable quarterly on the 15th day of March, June,
September and December of each year, when, as and if declared by our Board of Directors or a duly authorized committee thereof. Dividends
are payable out of amounts legally available therefore at a rate equal to 8.00 % per annum per $ 25.00 of stated liquidation preference
per share, or $ 2.00 per share of Series A Preferred Stock per year. The Series A Preferred Stock shares trade on the Nasdaq Stock Market
under the symbol "FGFPP".

 Common
Stock

 As
discussed in Notes 1 and 4, on February 29, 2024, FGF and FGH closed the plan of merger to combine the companies in an all-stock transaction.
In connection with the Merger, FGH common stockholders received one share of FGF common stock for each share of common stock of FGH held
by such stockholder. As a result, the Company issued approximately 0.8 million of its common shares to common stockholders of FGH.

 As
discussed in Note 1, on September 30, 2024, the Company and Strong Global Entertainment completed the Arrangement to combine the companies
in an all-stock transaction. In connection with the transaction, stockholders of Strong Global Entertainment received 1.5 common shares
of the Company for each share of Strong Global Entertainment. As a result, the Company issued approximately 0.1 million of its common
shares to stockholders of Strong Global Entertainment.

 The
total number of shares of common stock outstanding as of December 31, 2024 was 1,267,904,
compared to 900,107
as of December 31, 2023.

 Note
12. Related Party Transactions

 Related
party transactions are carried out in the normal course of operations and are measured in part by the amount of consideration paid or
received, as established and agreed by the parties. Management believes that consideration paid for such services in each case approximates
fair value. Except where disclosed elsewhere in these consolidated financial statements, the following is a summary of related party
transactions.

 FG
Special Situations Fund

 The
Company participated as a limited partner in the FG Special Situations Fund (the "Fund"). The general partner of the Fund,
and the investment advisor of the Fund, was ultimately controlled by Mr. Cerminara, the Chief Executive Officer and Chairman of the Company's
Board. Portions of the Company's investment into the Fund were used to sponsor the launch of SPACs affiliated with
certain of our officers and directors.

 The
Fund began the process of winding down in the first quarter of 2023 and completed the process in the second quarter of 2023. As a result
of the winddown, the Company now holds direct limited liability company interests in FGAC Investors LLC, FG Merger Investors LLC, and GreenFirst
Forest Products Holdings, LLC. Mr. Cerminara and Mr. Swets, the head of the Company's merchant banking business, serve as managers
of FGAC Investors LLC and FG Merger Investors LLC, while Mr. Cerminara ultimately controls GreenFirst Forest Products Holdings, LLC.

 FG
Merchant Partners

 FGMP
was formed to co-sponsor newly formed SPACs and other merchant banking clients with their founders or partners. Certain of our directors
and officers also hold limited partner interests in FGMP. Mr. Swets holds a limited partner interest through Itasca Financial LLC, an
advisory and investment firm for which Mr. Swets is managing member. Mr. Cerminara also holds a limited partner interest through Fundamental
Global, LLC ("FG LLC"), a holding company for which Mr. Cerminara is the manager and one of the members.

 FGMP
has invested in the founder shares and warrants of Aldel Financial Inc., FG Merger Corp, FG Acquisition Corp, Aldel Financial II
Inc., FGC and Craveworthy. Certain of our directors and officers are affiliated with these entities.

 FG
Communities

 In
October 2022, the Company directly invested $ 2.0 million into FGC, which is included in other holdings on the consolidated balance sheets.
The Company also holds an interest through its ownership in FGMP. FGC is a self-managed real estate company focused on a growing portfolio
of manufactured housing communities which are owned and operated by FGC. Mr. Cerminara is the President and a director of FGC.

 Craveworthy

 On
March 16, 2023, the Company invested $ 200,000 in a senior unsecured loan to Craveworthy. Mr. Swets has an indirect interest in Craveworthy,
independent from the interests held by the Company through its ownership in FGMP.

 Saltire

 In
the ordinary course of business, STS purchases certain of the products it sells its customers from Strong/MDI, which is a wholly owned
subsidiary of Saltire. The Company's consolidated balance sheet as of December 31, 2024 includes a $ 0.2 million payable to Strong/MDI,
which was settled during the first quarter of 2025. Mr. Swets serves as the Executive Chair and is a member of the Board of Directors
of Saltire. Mr. Cerminara and Richard Govignon, a member of the Company's Board of Directors, serve as members of the Board of
Directors of Saltire.

 Shared
Services Agreement

 On
March 31, 2020, the Company entered into a Shared Services Agreement (the "Shared Services Agreement") with Fundamental
Global Management, LLC ("FGM"), an affiliate of FG LLC, pursuant to which FGM provides the Company with certain services
related to the day-to-day management of the Company, including assisting with regulatory compliance, evaluating the Company's
financial and operational performance, providing a management team to supplement the executive officers of the Company, and such
other services consistent with those customarily performed by executive officers and employees of a public company. In exchange for
these services, the Company pays FGM a fee of $ 456,000
per quarter (the "Shared Services Fee"), plus reimbursement of expenses incurred by FGM in connection with the
performance of the services, subject to certain limitations approved by the Board or Compensation Committee from time to
time.

 The
Shared Services Agreement has an initial term of three years, and thereafter renews automatically for successive one-year terms unless
terminated in accordance with its terms. The Shared Services Agreement may be terminated by FGM or by the Company, by a vote of the Company's
independent directors, at the end of the initial or automatic renewal term upon 120 days' notice, subject to payment by the Company
of certain costs incurred by FGM to wind down the provision of services and, in the case of a termination by the Company without cause,
payment of a termination fee equal to the Shared Services Fee paid for the two quarters preceding termination. In the third quarter of
2022, the Shared Services Agreement was amended to eliminate termination fees and to increase the termination notice from 120 days to
365 days.

 The
Company paid $ 1.8 million to FGM under the Shared Services Agreement for each of the years ended December 31, 2024 and 2023, respectively.
This amount is included in General and administrative expenses on the consolidated statement of operations.

 Note
13. Earnings Per Share

 Net
earnings per share is computed by dividing net income (loss) by the weighted average number of common shares and common share equivalents
outstanding during the periods presented. In calculating diluted earnings per share, those potential common shares that are found to
be anti-dilutive are excluded from the calculation. The table below provides a summary of the numerators and denominators used in determining
basic and diluted earnings per share for the year ended December 31, 2024 and 2023 (in thousands, except per share amounts).

 Schedule of Numerators and Denominators Used in Calculation of Basic and Diluted Earnings Per Share

 2024

 2023

 Year

 2024

 2023

 Basic and diluted:

 Net loss from
 continuing operations

 $
 ( 22,859
)

 $
 ( 12,307
)

 Net loss attributable to
 non-controlling interest

 Dividends
 declared on Series A Preferred Shares

)

 -

 Loss attributable to Fundamental
 Global common shareholders from continuing operations

 $
 ( 24,109
)

 $
 ( 11,743
)

 Weighted average common
 shares outstanding

 1,056

 Loss per common share

 $
 ( 22.84
)

 $
 ( 29.38
)

 The
following potentially dilutive securities outstanding as of December 31, 2024 and 2023 have been excluded from the computation of diluted
weighted-average shares outstanding as their effect would be anti-dilutive under the treasury stock method.

 Schedule of Potentially Dilutive Securities Excluded from Calculation

 2024

 2023

 As
 of December 31,

 2024

 2023

 Options to purchase common stock

 26,789

 5,200

 Restricted shares

 -

 1,000

 Restricted stock units

 31,332

 40,844

 Potentially
 dilutive securities outstanding

 58,121

 47,044

 Note
14. Retirement plans

 The
Company sponsors a defined contribution 401(k) plan (the "FGH Plan") for all eligible employees. Pursuant to the provisions
of the FGH Plan, employees may defer up to 100 % of their compensation. The Company will match 50 % of the amount deferred up to 6 % of
their compensation. The contributions made to the Plan by the Company were approximately $ 0.2 million for each of the years ended December
31, 2024 and 2023.

 The
401(k) Plan (the "FGF Retirement Plan") was established effective January 1, 2015, as a defined contribution plan. The FGF
Retirement Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"); eligible employees
of the Company and its subsidiaries may participate in the plan. Employees who have completed one month of service are eligible to participate
and are permitted to make annual pre and post-tax salary reduction contributions not to exceed the limits imposed by the Internal Revenue
Code of 1986, as amended. Contributions are invested at the direction of the employee participant in various money market and mutual
funds. The Company matches 100 % of each participant's initial contributions up to 3 % of a participant's eligible earnings
and 50 % of each participant's contributions up to an additional 2 % of a participant's eligible earnings. The Company may
also elect to make a profit-sharing contribution to the FGF Retirement Plan based upon discretionary amounts and percentages authorized
by the Board. For the year ended December 31, 2024, the Company made matching contributions to the FGF Retirement
Plan in the amounts of approximately $ 24,000, but did not make any profit-sharing contributions to the FGF Retirement Plan in either
year. The 401(k) matching contributions are included within general and administrative expenses on the consolidated statement of operations.

 As
noted above, on March 24, 2023, the Board approved the FGF ESPP Plan whereby qualifying employees can choose each year to
have up to 5% of their annual base earnings withheld to purchase the Company's common shares in the open market. The Company matches
100% of the employee's contribution amount after thirty days of employment. The Company's contribution is expensed as paid,
and for the year ended December 31, 2024 totaled approximately $ 32,000. The FGF ESPP Plan matching contributions are included within
general and administrative expenses on the consolidated statement of operations.

 Note
15. Commitments and Contingencies

 The
Company is involved, from time to time, in certain legal disputes in the ordinary course of business. No such disputes, individually
or in the aggregate, are expected to have a material effect on the Company's business or financial condition.

 A
Fundamental Global subsidiary is named as a defendant in personal injury lawsuits based on alleged exposure to asbestos-containing materials.
A majority of the cases involve product liability claims based principally on allegations of past distribution of commercial lighting
products containing wiring that may have contained asbestos. Each case names dozens of corporate defendants in addition to Fundamental
Global. In the Company's experience, a large percentage of these types of claims have never been substantiated and have
been dismissed by the courts. The Company has not suffered any adverse verdict in a trial court proceeding related to asbestos
claims and intends to continue to defend these lawsuits

 On
July 16, 2024, we received notice that we were named as a defendant, along with over 500 other companies, in a civil action filed for
cost recovery and contributions related to the release and/or threatened release of hazardous substances from a facility known as the
BKK Class 1 Landfill in Los Angeles County California from periods prior to 1987. The action alleges that FGH is a successor to Pichel
Industries, Inc. ("Pichel Industries") and that Pichel Industries contributed waste to the landfill. We are in the early
stages of evaluating the claim and determining our response.

 The
Company is a guarantor of the obligations of an entity that was previously sold and is no longer part of the consolidated group. The
Company has been notified that the primary obligor has not met the obligations for which it is liable, and the third party has
requested that the Company satisfy the obligations on behalf of the buyer under the guaranty. The Company is evaluating its
obligations and determining its response.

 As
of December 31, 2024, the Company has a loss contingency reserve of approximately $ 0.3 million, which represents the Company's
estimate of its potential losses related to the settlement of various open proceedings and claims. Management does not expect the resolution
of these proceedings and claims to have a material adverse effect on the Company's consolidated financial condition, results of
operations or cash flows.

 Note
16. Debt

 The
Company's short-term and long-term debt consist of the following (in thousands):

 Schedule of Short-Term and Long-Term Debt

 Short-term debt:

 20-year installment
 loan

 $
 1,939

 $
 2,227

 Revolving credit facility

 -

 -

 Insurance
 debt

 Total short-term debt

 2,076

 2,310

 Less:
 deferred debt issuance costs, net

 ( 8
)

 ( 16
)

 Total
 short-term debt, net of issuance costs

 $
 2,068

 $
 2,294

 Long-term debt:

 Tenant improvement loan

 $

 $

 ICS promissory note

 Digital
 Ignition building loan

 -

 4,925

 Total long-term debt

 5,497

 Less:
 deferred debt issuance costs, net

 -

 ( 36
)

 Total
 long-term debt, net of issuance costs

 $

 $
 5,461

 Installment
Loan and Revolving Credit Facility

 In
January 2023, Strong/MDI and Canadian Imperial Bank of Commerce ("CIBC") entered into a demand credit agreement (the
"2023 Credit Agreement"), which amended and restated the 2021 Credit Agreement. The 2023 Credit Agreement consists of a
revolving line of credit for up to CAD$ 5.0
million and a 20-year installment loan for up to CAD$ 3.1
million. Under the 2023 Credit Agreement: (i)
the amount outstanding under the line of credit is payable on demand and bears interest at the lender's prime rate plus 1.0%
and (ii) the amount outstanding under the 20-year installment loan bears interest at the lender's prime rate plus 0.5% and is
payable in monthly installments, including interest, over their respective borrowing periods. The lender may also demand repayment
of the 20-year installment loan at any time. The 2023 Credit Agreement is secured by a lien on the manufacturing facility in Quebec,
Canada that is leased to Strong/MDI. The 2023 Credit Agreement requires our subsidiary in Canada to maintain a ratio of liabilities
to "effective equity" (tangible stockholders' equity, less amounts receivable from affiliates and equity holdings)
not exceeding 2.5 to 1 and a fixed charge coverage ratio of not less than 1.1 times earnings before interest, income taxes,
depreciation and amortization. In connection with the IPO of Strong Global Entertainment, the 20-year installment note did not transfer to the Company. In May
2023, Strong/MDI and CIBC entered into an amendment to the 2023 Credit Agreement which reduced the amount available under the
revolving line of credit to CAD$3.4 million, and CIBC provided an undertaking to Strong/MDI to a release of CIBC's security
interest in certain assets to be transferred to a subsidiary in connection with transactions related to the IPO of Strong Global
Entertainment. Also on January 19, 2024, the Company and CIBC entered into a second amendment to the 2023 Credit Agreement.
Pursuant to the amendment the credit limit for the revolving line of credit was reduced to CDN$ 1.4
million. The 20-year installment note bears variable interest at 5.95 %
as of December 31, 2024. The Company was in compliance with its debt covenants as of December 31, 2024.

 Tenant
Improvement Loan

 During
the fourth quarter of 2021, the Company entered into a lease for a combined office and warehouse in Omaha, Nebraska. The Company incurred
total costs of approximately $ 0.4 million to complete the build-out of the new combined office and warehouse facility. The landlord has
agreed to fund approximately 50 % of the build-out costs, and the Company is required to repay the portion funded by the landlord in equal
monthly installments through the end of the initial lease term in February 2027. Through the end of 2021, the Company incurred approximately
$ 0.2 million of total costs to build out the facility, of which approximately $ 0.1 million was funded by the landlord. The Company completed
the build-out during the first quarter of 2022 and incurred an additional $ 0.2 million of total costs to complete the build-out, of which
approximately $ 0.1 million was funded by the landlord.

 ICS
Promissory Note

 STS
issued a $ 0.5 million promissory note in connection with the acquisition of Innovative Cinema Solutions ("ICS"). The promissory
note will be repaid in monthly installments of approximately $ 20,000 through November 2025 and bears fixed interest of 5 %.

 Insurance
Note

 The
Company maintains certain commercial insurance policies, including management liability and other policies customarily held by publicly
traded companies. The Company elected to finance a portion of the annual premium, which will be repaid in monthly installments through
April 2025. The finance agreement bears fixed interest of approximately 9.7 %.

 Digital
Ignition Building Loan

 In
January 2022, the Company purchased a parcel of land with buildings and improvements in Alpharetta, Georgia. In connection with the purchase
of the land and building, the Company entered into a Commercial Loan Agreement (the "Loan Agreement") with Community First
Bank (the "Lender"), dated February 1, 2022. Pursuant to the Loan Agreement, the Lender agreed to lend the Company approximately
$ 5.3 million (the "Loan Amount"), and the Borrower agreed to repay the Loan Amount pursuant to the terms of a promissory
note (the "Note"). In April 2024, the Company closed the sale of the Digital Ignition Building and the Digital Ignition Building
Loan was repaid in full.

 Contractual
Principal Payments

 Contractual
required principal payments on the Company's long-term debt at December 31, 2024 are as follows (in thousands):

 Schedule of Contractual Principal Payments

 Tenant

 Improvement

 Loan

 ICS

 Promissory

 Note

 Total

 2025

 $

 $

 $

 2026

 -

 2027

 -

 Total

 $

 $

 $

 Note
17. Leases

 The
following tables present the Company's lease costs and other lease information (dollars in thousands):

 Schedule of Lease Cost

 Lease cost

 Year
 Ended

 Lease cost

 Finance lease cost:

 Amortization of right-of-use assets

 $

 $

 Interest on lease liabilities

 Operating lease cost

 Net lease cost

 $

 $

 Schedule of Other Information on Lease

 Other
 information

 Year
 Ended

 Other
 information

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash flows from finance
 leases

 $

 $

 Operating cash flows from operating leases

 $

 $

 Financing cash flows from finance leases

 $

 $

 Right-of-use assets obtained in exchange for
 new finance lease liabilities

 $

 $

 As
 of

December 31, 2024

 Weighted-average remaining lease
 term - finance leases (years)

 1.7

 Weighted-average remaining lease term - operating
 leases (years)

 1.8

 Weighted-average discount rate - finance leases

 9.3
 %

 Weighted-average discount rate - operating
 leases

 5.0
 %

 The
following table presents a maturity analysis of the Company's operating and finance lease liabilities as of December 31, 2024 (in
thousands):

 Schedule of Maturity Analysis of Operating and Finance Lease Liabilities

 Operating
 Leases

 Finance
 Leases

 2025

 $

 $

 2026

 2027

 Total
 lease payments

 1,264

 Less:
 Amount representing interest

 ( 11

)

 ( 128)

 Lease obligations

 $

 $
 1,136

 Note
18. Segment Reporting

 The
Company has two operating segments - merchant banking and managed services. The chief operating decision maker ("CODM") is
the Company's Chief Executive Officer. The measure of profit or loss used by the CODM to identify and measure the Company's
reportable segments is income before income tax. Our merchant banking segment includes our equity and other holdings. Our managed services
segment includes STS, which provides comprehensive managed service offerings to cinema operators and entertainment venues nationwide
to ensure solution uptime and availability. The "other" category primarily includes rental income and expenses related to
the Company's real estate in Canada and the land and building previously owned and operated by Digital Ignition.

 The
following tables present the financial information for each segment that is specifically identifiable or based on allocations using internal
methodology for the years ended December 31, 2024 and 2023 (in thousands).

 Schedule of Segment Reporting

 Other

 Total

 Year

 Other

 Total

 Net loss on equity holdings and
 other holdings

 $
 ( 14,675
)

 $
 -

 $
 -

 $
 ( 14,675
)

 Product sales

 -

 -

 Services revenue

 13,013

 13,462

 ( 14,600
)

 31,574

 17,348

 Direct costs of products and services

 -

 15,022

 -

 15,022

 Indirect employee related expenses

 -

 8,061

 -

 8,061

 Travel, meals and automobile expenses

 -

 1,600

 -

 1,600

 Sales and marketing

 -

 1,291

 -

 1,291

 General and administrative

 1,188

 2,939

 -

 4,127

 -

 Other operating expenses

 -

 1,188

 Interest expense, net

 -

 Gain on purchase of ICS, net of acquisition
 costs

 Loss on impairment and
 disposal of assets

 -

 -

 1,475

 1,475

 Segment (loss) income before
 taxes

 ( 15,788
)

 1,371

 ( 2,085
)

 ( 16,502
)

 Corporate and other non-segment operating expenses

 6,557

 Corporate depreciation and amortization

 Interest income, net

 ( 68
)

 Other

 Loss from continuing
 operations before taxes

 $
 ( 22,998
)

 Other

 Total

 Year

 Other

 Total

 Net loss on equity holdings and
 other holdings

 $
)

 $
 -

 $
 -

 $
)

 Product sales

 -

 -

 Services revenue

 -

 11,840

 product sales and services revenue

 -

 11,840

)

 25,818

 17,093

 Direct costs of products and services

 -

 12,305

 -

 12,305

 Indirect employee related expenses

 -

 6,939

 -

 6,939

 Travel, meals and automobile expenses

 -

 1,707

 -

 1,707

 Sales and marketing

 -

 -

 General and administrative

 -

 2,867

 3,784

 -

 Other operating expenses

 -

 -

 Interest expense, net

 -

 Gain on purchase of ICS, net of acquisition
 costs

 -

 ( 1,012
)

 -

 ( 1,012
)

 Gain on impairment and
 disposal of assets

 -

 -

 ( 5
)

 ( 5
)

 Gain (Loss) on impairment and
 disposal of assets

 -

 -

 ( 5
)

 ( 5
)

 Segment (loss) income before
 taxes

)

 1,286

 ( 1,043
)

 ( 9,194
)

 Corporate and other non-segment operating expenses

 4,013

 Corporate depreciation and amortization

 Other

 Loss from continuing
 operations before taxes

 $
 ( 13,305
)

 The
following table presents the Company's specifically identifiable assets for each of the Company's segments as of December
31, 2024 (in thousands).

 Schedule
of Assets Segment Reporting

 Other

 Total

 Segment assets

 $
 60,073

 $
 11,298

 $
 38,098

 $
 109,469

 The
"other" segment assets includes $ 34.2 million of assets held for sale, which are primarily related to the Company's
reinsurance business that is expected to be sold during the first half of 2025.

 All capital expenditures during 2024 and 2023 related to the Company's managed services segment.

 The
following tables disaggregate the Company's product sales and services revenue by major source for the years ended December 31,
2024 and 2023 (in thousands):

 Schedule of Disaggregate Product Sales and Services Revenue

 Other

 Total

 Other

 Total

 Year

 Year

 Other

 Total

 Other

 Total

 Screen system sales

 $

 $
 -

 $
 -

 $

 $

 $
 -

 $
 -

 $

 Digital equipment sales

 16,637

 -

 -

 16,637

 12,937

 -

 -

 12,937

 Extended warranty sales

 -

 -

 -

 -

 Other product sales

 1,359

 -

 -

 1,359

 -

 -

 Total product sales

 -

 -

 -

 -

 Field maintenance and monitoring services

 7,770

 -

 -

 7,770

 7,808

 -

 -

 7,808

 Installation services

 4,456

 -

 -

 4,456

 3,508

 -

 -

 3,508

 Other service revenues

 1,236

 -

 1,236

 Total service revenues

 13,013

 13,462

 11,840

 -

 Total product sales and services revenue

 13,013

 13,462

 11,840

 -

 Total

 $
 31,574

 $

 $

 $

 $
 25,818

 $
 -

 $

 $

 The
following tables disaggregate the Company's revenue by the timing of transfer of goods or services to the customer for the years
ended December 31, 2024 and 2023 (in thousands):

 Schedule of Disaggregate Revenue by the Timing of Transfer of Goods or Services

 Other

 Total

 Other

 Total

 Year

 Year

 Other

 Total

 Other

 Total

 Point in time

 $
 25,332

 $

 $

 $
 25,409

 $
 19,643

 $
 -

 $

 $
 19,709

 Over time

 6,242

 -

 6,614

 6,175

 -

 6,821

 Total

 $
 31,574

 $

 $

 $

 $
 25,818

 $
 -

 $

 $

 At
December 31, 2024, the unearned revenue amount associated with maintenance and monitoring services and extended warranty sales in which
the Company is the primary obligor was $ 0.4 million. The Company expects to recognize $ 0.4 million of unearned revenue amounts during
2025, and immaterial amounts during 2026-2027.

 The
following tables summarize the Company's products and services revenue by geographic area for the years ended December 31, 2024
and 2023 (in thousands):

 Schedule of Products and Services Revenue by Geographic Area

 Year

 Year

 United States

 $
 31,052

 $
 26,111

 Canada

 Mexico

 -

 Europe

 Asia

 -

 Other

 Total

 $

 $

 $

 $

 Note 19. Subsequent Events

 The Company's management has evaluated
subsequent events after the consolidated balance sheet dated as of December 31, 2024, through the date of filing of this Form 10-K. Based
on the evaluation, management has determined that, other than as disclosed in the accompanying notes, no subsequent events have occurred
that would require recognition in the accompanying consolidated financial statements or disclosure in the notes thereto.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 The
Company's management performed an evaluation under the supervision and with the participation of the Company's principal
executive officer and principal financial officer of the effectiveness of the design and operation of the Company's disclosure
controls and procedures, as such term is defined in Rules 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as of December 31, 2024. Based upon this evaluation, the Company's principal executive officer
and principal financial officer concluded that the Company's disclosure controls and procedures were effective as of the end of
the period covered by this Annual Report on Form 10-K to ensure that information required to be disclosed in the reports that the Company
files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the
SEC's rules and forms; and (ii) accumulated and communicated to the Company's management, including its principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 Management's
Report on Internal Control Over Financial Reporting

 The
Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) promulgated under the Exchange Act. The Company's internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting
includes those policies and procedures that:

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
 Company's assets;

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 generally accepted accounting principles;

 provide
 reasonable assurance that the Company's receipts and expenditures are made in accordance with proper authorizations from the
 Company's management and directors; and

 provide
 reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's
 assets that could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Our management conducted
an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control
– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based
upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.

 This
Annual Report on Form 10-K does not include a report of our independent registered public accounting firm regarding the effectiveness
of our internal control over financial reporting. SEC's rules permit smaller reporting companies like ours to provide only management's
report.

 Changes
in Internal Control Over Financial Reporting

 There
were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during the year ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 The
information required by this item will be contained in the Company's definitive proxy statement, to be filed
in connection with the 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

 ITEM
11. EXECUTIVE COMPENSATION

 The
information required by this item will be contained in the Company's definitive proxy statement, to be filed in connection with the 2025 Annual Meeting of
Stockholders and is incorporated herein by reference.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth, as of December 31, 2024, the number of shares of common stock underlying awards outstanding under the
amended 2021 Plan and the 2018 Equity Incentive Plan (the "2018 Plan"), as well as the number of shares remaining available for issuance under the
amended 2021 Plan. No more awards may be made under the 2018 Plan or the 2014 Equity Incentive Plan.

 Plan Category

 Number
 of securities to be issued upon exercise of outstanding options, warrants and rights (1)

 Weighted-

 average
 exercise
 price
 of outstanding
 options,
 warrants and
 rights

 Number
 of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2)

 (a)

 (b)

 (c)

 Equity compensation plans approved
 by security holders

 58,121

 $
 -

 104,168

 Equity compensation plans
 not approved by security holders

 -

 -

 -

 Total

 58,121

 $
 -

 104,168

 1.

 Includes
 210 common shares to be issued upon vesting of restricted stock units and 5,200 common shares to be issued upon vesting of stock
 options issued under our 2018 Plan; and includes approximately 52,411 gross common shares (pretax) to be issued upon vesting of restricted
 stock units issued under our 2021 Plan.

 2.

 Represents
 shares available for future issuance under the 2021 Plan.

 The
information regarding our largest holders and ownership of our securities by our management and directors will be contained in the
Company's definitive proxy
statement, to be filed in connection with the 2025 Annual Meeting of Stockholders and is incorporated herein by
reference.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
information required by this item will be contained in the Company's definitive proxy statement, to be filed in connection
with the 2025 Annual Meeting of Stockholders, and is incorporated herein by reference.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
information required by this item will be contained in the Company's definitive proxy statement, to be filed in connection with the
2025 Annual Meeting of Stockholders, and is incorporated herein by reference.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 The
following documents are filed as part of this report

 (a)

 Financial
 Statements – The following consolidated financial statements of the Company and the report of independent auditor thereon are
 filed with this report:

 i.

 Independent
 Auditor's Report

 ii.

 Balance Sheets as of December 31, 2024 and 2023

 iii.

 Statements of Operations for the Years Ended December 31, 2024 and 2023

 iv.

 Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2023

 v.

 Statements of Shareholders' Equity for the Years ended December 31, 2024 and 2023

 vi.

 Statements of Cash Flows for the Years ended December 31, 2024 and 2023

 vii.

 Notes
 to the Consolidated Financial Statements for the Years ended December 31, 2024 and 2023

 (b)

 Financial
 Statement Schedules – Schedules other than those listed above are omitted for the reason that they are not applicable, or the
 information is otherwise contained in the Financial Statements.

 (c)

 Exhibits
 - the exhibits listed below are filed or incorporated by reference as part of this report.

 Incorporated
 by Reference to:

 Exhibit
 No.

 Description

 Document

 Exhibit
 No.

 2.1

 Plan of Merger by and between FG Financial Group, Inc., FG Group Holdings Inc. and FG Group LLC, dated January 3, 2024

 [26]

 2.1

 2.2

 Arrangement Agreement, including a Plan of Arrangement, by and between FG Holdings Quebec Inc., Strong Global Entertainment, Inc. and 1483530 LTD

 [27]

 2.1

 3.1

 Certificate of Merger, as filed with the Secretary of State of the State of Delaware on December 7, 2022

 [2]

 3.1

 3.2

 Articles of Merger, as filed with the Secretary of State of the State of Nevada on December 7, 2022

 [2]

 3.2

 3.3

 Articles of Incorporation, as filed with the Secretary of State of the State of Nevada

 [2]

 3.3

 3.4

 Certificate of Correction, dated October 11, 2022, to the Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation of FG Financial Group, Inc.

 [7]

 3.1

 3.5

 Certificate of Amendment to Amended and Restated Articles of Incorporation of Fundamental Global Inc.

 [28]

 3.1

 3.6

 Certificate of Change of Fundamental Global Inc.

 [29]

 3.1

 3.7

 By-Laws

 [2]

 3.4

 4.1

 Form of Common Stock certificate

 [4]

 4.1

 4.2

 Common Stock Purchase Warrant

 [5]

 4.2

 4.3

 Form of Global Certificate of Cumulative Preferred Stock, Series A

 [6]

 4.4

 4.4

 Description of securities

 [3]

 4.4

 10.1

 Amended and Restated 2014 Equity Incentive Plan

 [8]

 10.1

 10.2

 2018 Equity Incentive Plan

 [9]

 10.1

 10.3

 2021 Equity Incentive Plan

 [3]

 10.1

 10.4

 Form of Director and Officer Indemnification Agreement

 [4]

 10.6

 10.5

 Equity Award Letter Agreement between registrant and Larry Swets

 [10]

 10.1

 10.6

 Stock Option Agreement between registrant and Larry Swets

 [11]

 10.5

 10.7

 Form of Restricted Stock Unit Agreement for executive officers under 2014 Equity Incentive Plan

 [13]

 10.2

 10.8

 Form of Executive Restricted Stock Unit Agreement under the Share-Matching Program under 2014 Equity Incentive Plan

 [15]

 10.1

 10.9

 Form of Non-Employee Director Restricted Stock Unit Agreement under the Share-Matching Program under 2014 Equity Incentive Plan

 [15]

 10.2

 10.10

 Form of Stock Option Agreement under 2018 Equity Incentive Plan

 [9]

 10.2

 10.11

 Form of Restricted Share Agreement under 2018 Equity Incentive Plan

 [12]

 10.3

 10.12

 Form of Restricted Share Unit Agreement under 2018 Equity Incentive Plan

 [12]

 10.4

 10.13

 Form of Non-Employee Director Restricted Share Unit Agreement under 2018 Equity Incentive Plan

 [14]

 10.3

 10.14

 Form of Executive Stock Grant Agreement under 2018 Equity Incentive Plan

 [16]

 10.1

 10.15

 *

 Form of Executive Restricted Share Unit Agreement for Share-Matching Grants under 2018 Equity Incentive Plan

 [16]

 10.2

 10.16

 *

 Form of Non-Employee Director Restricted Share Unit Agreement under 2021 Equity Incentive Plan

 [25]

 10.16

 10.17

 Registration Rights Agreement, dated December 2, 2019, between FedNat Holding Company and registrant

 [17]

 10.1

 10.18

 Standstill Agreement, dated December 2, 2019, between FedNat Holding Company and registrant

 [19]

 10.2

 10.19

 Reinsurance Capacity Right of First Refusal Agreement, dated December 2, 2019, by and between FedNat Holding Company and registrant

 [17]

 10.3

 10.20

 Investment Advisory Agreement, dated December 2, 2019, between FedNat Holding Company and registrant

 [17]

 10.4

 10.21

 Employment Agreement, dated December 2, 2019, between Brian D. Bottjer and registrant

 [21]

 10.3

 10.22

 Employment Agreement, dated November 10, 2020, between Larry G. Swets, Jr. and registrant

 [18]

 10.1

 10.23

 Amended and Restated Limited Liability Agreement of Fundamental Global Asset Management, LLC dated August 6, 2021

 [22]

 10.1

 10.24

 Second Amended and Restated Management Services Agreement, dated August 11, 2021, between Sequoia Financial LLC and registrant

 [22]

 10.2

 10.25

 Shared Services Agreement, dated August 11, 2022, between Fundamental Global Management, LLC and registrant

 [23]

 10.1

 10.26

 Amendment No. 1 to FG Financial Group, Inc. 2021 Equity Incentive Plan

 [24]

 10.1

 10.27

 FG Financial Group, Inc. 2023 Employee Share Purchase Plan

 [24]

 10.2

 10.28

 Form of Director and Officer Indemnification Agreement

 [30]

 10.1

 10.29

 Amendment No. 2 to 2021 Equity Incentive Plan

 [31]

 A

 16.1

 Letter from BDO USA, P.C. addressed to the Securities and Exchange Commission, dated as of April 3, 2024

 [32]

 16.1

 19.1

 *

 Insider Trading Policy

 21.1

 *

 Registrant's subsidiaries

 24.1

 *

 Power of Attorney (included on signature page).

 31.1

 *

 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act.

 31.2

 *

 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.

 32.1

 **

 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2

 **

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 FG Financial Group, Inc. Clawback Policy

 [33]

 [97]

 101.INS

 *

 101.SCH

 *

 101.CAL

 *

 101.DEF

 *

 101.LAB

 *

 101.PRE

 *

 *
Filed herewith.

 **
Furnished herewith.

Management contract or compensatory plan or arrangement

 [1]
Registrant's Current Report on Form 8-K filed December 17, 2020

 [2]
Registrant's Current Report on Form 8-K filed December 9, 2022

 [3]
Registrant's Annual Report on Form 10K for year ended December 31, 2022, filed March 24, 2023

 [4]
Registrant's Registration Statement on Form S-1/A1 (Reg. no. 333-193314), filed January 30, 2014

 [5]
Registrant's Current Report on Form 8-K filed February 27, 2015

 [6]
Registrant's Registration Statement on Form S-1/A1 (Reg. no. 333-222470), filed February 5, 2018

 [7]
Registrant's Current Report on Form 8-K filed October 12, 2022

 [8]
Registrant's Definitive Proxy Statement on Schedule 14A filed April 30, 2015

 [9]
Registrant's Current Report on Form 8-K filed June 1, 2018

 [10]
Registrant's Current Report on Form 8-K filed January 19, 2021

 [11]
Registrant's Annual Report on Form 10-K for year ended December 31, 2020, filed March 18, 2021

 [12]
Registrant's Current Report on Form 8-K filed June 1, 2018

 [13]
Registrant's Current Report on Form 8-K filed June 2, 2015

 [14]
Registrant's Quarterly Report on Form 10-Q for quarter ended September 30, 2018, filed November 13, 2018

 [15]
Registrant's Current Report on Form 8-K filed December 19, 2017

 [16]
Registrant's Current on Report on Form 8-K filed August 28, 2018

 [17]
Registrant's Current Report on Form 8-K filed December 2, 2019

 [18]
Registrant's Current Report on Form 8-K filed November 16, 2020

 [19]
Registrant's Current Report on Form 8-K filed April 6, 2020

 [20]
Registrant's Definitive Proxy Statement on Schedule 14A filed April 30, 2015

 [21]
Registrant's Current Report on Form 8-K filed December 2, 2019

 [22]
Registrant's Quarterly Report on Form 10-Q for quarter ended June 30, 2021, filed August 16, 2021

 [23]
Registrant's Quarterly Report on Form 10-Q for quarter ended June 30, 2022, filed August 11, 2022

 [24]
Registrant's Current Report on Form 8-K filed May 17, 2023

 [25]
Registrant's Annual Report on Form 10-K for year ended December 31, 2021, filed March 30, 2022

 [26] Registrant's Current Report on Form 8-K
filed January 4, 2024

 [27] Registrant's Current Report on Form 8-K
filed June 4, 2024

 [28] Registrant's Current Report on Form 8-K
filed February 29, 2024

 [29] Registrant's Current Report on Form 8-K
filed October 30, 2024

 [30] Registrant's Registration Statement on
Form S-4 (Reg. No. 333-276432), filed January 8, 2024

 [31] Registrant's Definitive Proxy Statement
on Schedule 14A filed November 21, 2024

 [32] Registrant's Current Report on Form 8-K
filed April 3, 2024

 [33] Registrant's Annual Report on Form 10-K
for year ended December 31, 2023, filed March 14, 2024

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Date:

 March

 By:

 /s/
 D. Kyle Cerminara

 Name:

 D.
Kyle Cerminara

 Title:

 Principal
 Executive Officer

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark D. Roberson, the true
and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place
and stead of the undersigned, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact
and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully as to
all intents and purposes as each of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 /s/
 D. Kyle Cerminara

 Chief
 Executive Officer and Chairman of the Board

 D.
 Kyle Cerminara

 (Principal
 Executive Officer)

 March

 /s/
 Mark D. Roberson

 Chief
 Financial Officer

 March

 Mark D. Roberson

 (Principal
Financial Officer)

 /s/ Todd R. Major

 Chief Accounting Officer

 March 31, 2025

 Todd R. Major

 (Principal Accounting Officer)

 /s/
 Richard E. Govignon

 Richard
 E. Govignon

 March

 /s/
 Rita Hayes

 Rita
 Hayes

 March

 /s/
 Michael C. Mitchell

 Michael
 C. Mitchell

 March

 /s/
 Robert J. Roschman

 Robert
 J. Roschman

 March

 /s/
 Ndamukong Suh

 Ndamukong
 Suh

 March

 /s/
 Scott D. Wollney

 Scott
 D. Wollney

 March