Correspondence 0001493152-23-016153 from FG Group Holdings Inc. (CIK 0000946454)
FG Group Holdings Inc. (CIK 0000946454)
Date: May 10, 2023 · CIK: 0000946454 · Accession: 0001493152-23-016153
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File numbers found in text: 333-271740
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CORRESP
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FG GROUP HOLDINGS INC.
May 10, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
FG Group Holdings Inc.—Registration Statement on Form S-3 (File No. 333-271740)
Ladies and Gentlemen:
In accordance with
Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement
on Form S-3 (File No. 333-271740) (the “Registration Statement”) of FG Group Holdings Inc. (the “Company”). We
respectfully request that the Registration Statement be declared effective as of 3:00 p.m., Eastern Time, on May 12, 2023, or
as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with
our counsel, Loeb & Loeb LLP, by calling Angela Dowd at (212) 407-4097.
Very truly yours,
FG GROUP HOLDINGS INC.
/s/ Mark D. Roberson
Mark D. Roberson
Chief Executive Officer