Fundamental Global Inc 2025年季度报告

FORM10-Q (Mark One) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and Fundamental Global Inc.Condensed Consolidated Balance Sheets(in thousands, except share and per share data) Fundamental Global Inc.Condensed Consolidated Statements of Operations(in thousands, except per share data) Fundamental Global Inc.Condensed Consolidated Statements of Comprehensive Loss Fundamental Global Inc.Notes to Condensed Consolidated Financial Statements Note 1.Nature of Business Fundamental Global Inc. (“FG”, “FGF”, the “Company”, “we”, or “us”) is a holding company that focuses on allocating capital to our businessoperations including our managed services and merchant banking business and related real estate and equity holdings. On February 29, 2024, FGF and FG Group Holdings, Inc. (“FGH”) closed a plan of merger to combine the companies in an all-stocktransaction (the “Merger”). In connection with the Merger, FGH common stockholders received one share of FGF common stock for each shareof common stock of FGH held by such stockholder. Upon completion of the Merger, the combined company was renamed to Fundamental 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 ScreenSystems, Inc. (“Strong/MDI”), FGAC Investors LLC, and CG Investments VII Inc. The transaction closed on September 25, 2024. As part ofthe closing, FGAC was renamed Saltire Holdings, Ltd (“Saltire”), and Saltire acquired all of the outstanding shares of one of the Company’s On May 30, 2024, the Company and Strong Global Entertainment, an operating company in which we held approximately76%of the Class Acommon 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 ofthe Company for each share of Strong Global Entertainment. The transaction closed on September 30, 2024. Following the closing, StrongGlobal Entertainment ceased to exist, and its common shares were delisted from NYSE American LLC (“NYSE American”) and deregisteredunder the Securities Exchange Act of 1934 (the “Exchange Act”). As the Company was the majority shareholder of Strong Global Business Segments We currently havetwooperating business segments, merchant banking and managed services. Merchant Banking We manage our merchant banking and asset management activities through FG Management Solutions LLC (“FGMS”), formerly known as FGSPAC Solutions, LLC. Merchant banking services include various strategic, administrative, and regulatory support services to newly formedSPACs (our “SPAC Platform”). Additionally, the Company co-founded a partnership, FG Merchant Partners, LP (“FGMP”), formerly known as Our merchant banking group provides advisory services, facilitates capital formation and allocates capital to equity holdings. In our SPACPlatform, this also includes launching, sponsoring and providing strategic, administrative, and regulatory support services to newly formedSPACs. 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 Managed Services Our wholly-owned subsidiary and managed services business, Strong Technical Services. Inc. (“STS”), is a leader in the entertainment industryproviding mission critical products and services to cinema exhibitors and entertainment venues for over 90 years. STS provides comprehensivemanaged service offerings including remote network operating center support, on-site field service, content delivery, installation and other Other The Company owned and operated its Digital Ignition technology incubator and co-working facility in Alpharetta, Georgia. During the firstquarter of 2024, the Company’s board authorized the sale of Digital Ignition and, on April 16, 2024, the Company completed the sale of theDigital Ignition building and wholly owned subsidiary for proceeds of $6.5million. In April 2024, the Company received approximately $1.3million in cash, after payment of closing costs and repayment of debt at closing. In connection with the sale of the land and building, the Discontinued Operations The Company operates a reinsurance business, which has been classified as assets held for sale as of December 31, 2024. The Company enteredinto an agreement for the sale of a portion of its reinsurance business for