SecProbe.io

CORRESP
1
filename1.htm

July
19, 2024

VIA
EDGAR

Division
of Corporation Finance

Office
of Finance

United
States Securities and Exchange Commission

Washington,
DC 20549

Attn:
Robert Arzonetti

James
Lopez

    Re:

    Fundamental
    Global Inc.

    Registration
    Statement on Form S-4

    Filed
    June 20, 2024

    File
    No. 333-280346

Mr.
Arzonetti:

On
behalf of Fundamental Global Inc. (the “Company”), set forth below is the Company’s response to the comments issued
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in your July 10, 2024
letter (the “Comment Letter”) concerning the above-referenced filing.

For
convenience, we have included the text of the comment from the Comment Letter, followed by our response.

Registration
Statement on Form S-4

Prospectus
Summary, page 9

    1.
    Please
    revise to provide prominent disclosure clarifying the related party nature of the transaction, a summary describing the combined
    company’s various businesses, and an explanation of the extent to which operations are meant to be combined. In this regard,
    please include:

    a)
    a
    graphic depicting the corporate structure of the various subsidiaries and holding companies before and after the proposed transaction,
    including identification of the nature of their operations, such as the cinema entertainment and reinsurance operations;

    b)
    quantification
    of the approximate percentages of the combined company’s revenues attributed to each significant business;

    c)
    clarification
    of how the very different businesses are expected to be run and/or integrated, particularly in areas like operational processes,
    management oversight and resource allocation; and

    d)
    further
    clarification of anticipated synergies, such as any cost savings from shared services and enhanced operational efficiencies.

Please
see Summary of the Joint Proxy Statement/Prospectus, The Parties to the Business Combination, Strong Global Entertainment, Inc. on pages
9-10 of Amendment No. 1 to the Company’s Registration Statement on Form S-4.

Where
you can Find More Information, page 61

    2.
    We
    note the list of filings on page 62, which you state are incorporated by reference. It appears that you are not S-3 eligible and
    are, therefore, ineligible to incorporate by reference. Please revise to provide all required information or an analysis as to why
    you believe you are eligible to incorporate by reference.

Amendment
No. 1 to the Company’s Registration Statement on Form S-4 includes required information without incorporating such information
by reference.

*         *         *         *         *

The
Company acknowledges that it is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action
or absence of action by the Staff.

If
you have any questions regarding the Company’s response or require further information, please do not hesitate to contact the Company’s
counsel, Amy Bowler of Holland & Hart LLP, by telephone at (303) 290-1086.

    Sincerely,

    Fundamental
    Global Inc.

    By:
    Kyle Cerminara

    /s/
    Kyle Cerminara

    Kyle
    Cerminara, Chief Executive Officer

    cc:
    Amy
    Bowler, Esq. (Holland & Hart LLP)

    James
    Lopez (SEC Office of Finance)

    2