Statement of Beneficial Ownership (sc 13d)
01 Junio 2023 - 5:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Strong
Global Entertainment, Inc.
(Name
of Issuer)
Class
A Common Voting Shares, no par value per share
(Title
of Class of Securities)
86335G109
(CUSIP
Number)
Strong
Global Entertainment, Inc.
5960
Fairview Road, Suite 275, Charlotte, NC 28210
704-994-8279
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May
18, 2023
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 86335G109
1 |
Name
of Reporting Person. I.R.S. Identification Nos. of above persons (entities only).
Strong/MDI
Screen Systems, Inc., a company existing under the laws of Quebec, Canada
|
2 |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3 |
SEC
Use Only
|
4 |
Source
of Funds (See Instructions)
OO |
5 |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or Place of Organization
Quebec,
Canada |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7
|
Sole
Voting Power
0 |
8
|
Shared
Voting Power
6,000,000 |
9
|
Sole
Dispositive Power
0 |
10
|
Shared
Dispositive Power
6,000,000 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,000,000 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
83.99%(1) |
14 |
Type
of Reporting Person (See Instructions)
CO
|
(1) | Based
on 7,143,823 shares of Class A Common Voting Shares stated to be outstanding immediately
after the initial public offering of Class A Common Voting Shares of the Issuer (assuming
no exercise by the underwriters of their option to purchase additional shares) in the Issuer’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19,
2023. |
CUSIP
No. 86335G109
1 |
Name
of Reporting Person. I.R.S. Identification Nos. of above persons (entities only).
FG
Group Holdings Inc.
47-0587703 |
2 |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3 |
SEC
Use Only
|
4 |
Source
of Funds (See Instructions)
OO |
5 |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or Place of Organization
Nevada |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7
|
Sole
Voting Power
0 |
8
|
Shared
Voting Power
6,000,000 |
9
|
Sole
Dispositive Power
0 |
10
|
Shared
Dispositive Power
6,000,000(1) |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,000,000
(1) |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
83.99%(2) |
14 |
Type
of Reporting Person (See Instructions)
CO
|
(1) | Includes
6,000,000 shares held of record by Strong/MDI Screen Systems, Inc. (“Strong/MDI”),
a company incorporated under the laws of Quebec, Canada. FG Group Holdings Inc., owns 100%
of Strong/MDI, and as such, may be deemed to be the indirect beneficial owner of the Class
A Common Voting Shares held directly by Strong/MDI, and to share voting and dispositive power
with respect to such Class A Common Voting Shares. |
(2) | Based
on 7,143,823 shares of Class A Common Voting Shares stated to be outstanding immediately
after the initial public offering of Class A Common Voting Shares of the Issuer (assuming
no exercise by the underwriters of their option to purchase additional shares) in the Issuer’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19,
2023. |
CUSIP
No. 86335G109
Item
1. Security and Issuer
The
class of equity securities to which this Schedule 13D relates is Class A Common Voting shares, no par value per share (“Common
Shares”) of Strong Global Entertainment, Inc., a company incorporated under the Business Corporations Act (British Columbia)
(the “Company” or the “Issuer”), with its principal executive offices at 5960 Fairview Road, Suite 275, Charlotte,
North Carolina, 28210.
Item
2. Identity and Background
| (a) | This
Schedule 13D is being filed by Strong/MDI Screen Systems, Inc., a company existing under
the laws of Quebec, Canada (“Strong/MDI”), and FG Group Holdings Inc., a Nevada
corporation (“FG Group”). |
| (b) | The
principal business address of Strong/MDI is 1440, Raoul-Charette Street, City of Joliette,
Province of Québec, J6E 8S7. The principal business of Strong/MDI is manufacturing
and distributing premium large format projection screens and coatings. The principal business
address of FG Group is 5960 Fairview Road, Suite 275, Charlotte, North Carolina, 28210. The
principal business of FG Group is to operate Strong
Entertainment, which has a leadership position in supplying projection screens and related
products and services to the cinema exhibition and entertainment industry. |
| (d) | Neither
of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) during the last five years. |
| (e) | Neither
of the Reporting Persons has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction nor has either Reporting Person
been nor is it now subject to a judgment, decree, or final order enjoining further violations
of, or prohibiting or mandating activities subject to federal or state securities laws or
finding any violation with respect to such laws. |
Item
3. Source and Amount of Funds or Other Consideration
Prior
to May 18, 2023, the Company was a wholly owned subsidiary of Strong/MDI. On May 18, 2023, the Company closed its
initial public offering, following which, Strong/MDI owned 83.99% of the Company’s outstanding Common Shares. The
shares were issued to Strong/MDI upon formation of the Company and in consideration of the contribution of various assets by Strong/MDI
to the Company. Strong/MDI is wholly owned by FG Group.
Item
4. Purpose of Transaction
The
Common Shares held of record by the Reporting Persons as reported herein are held for the purpose of investment.
CUSIP
No. 86335G109
The
Reporting Persons may, from time to time and for their own accounts, increase or decrease their beneficial ownership of Common Shares
or other securities of the Company. Neither of the Reporting Persons has reached any decision with respect to any such possible actions.
If a Reporting Person does increase or decrease its beneficial ownership of Common Shares or other securities of the Company,
it will timely file an appropriate amendment to this Schedule 13D. Other than as described above, neither of the Reporting Persons has
any plans or proposals which relate or would result in:
| (a) | The
acquisition by any person of additional securities of the Company, or the disposition of
securities of the Company; |
| (b) | An
extraordinary corporate transaction, such as a merger, reorganization or liquidation involving
the Company or any of its subsidiaries; |
| (c) | A
sale or transfer of a material amount of assets of the Company or any of its subsidiaries; |
| (d) | Any
change in the present Board of Directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any vacancies on the Board
of Directors of the Company; |
| (e) | Any
material change in the present capitalization or dividend policy of the Company; |
| (f) | Any
other material change in the Company’s business or corporate structure; |
| (g) | Changes
in the Company’s charter, by-laws, or instruments corresponding thereto or any actions
which may impede the acquisition or control of the Company by any person; |
| (h) | A
class of securities of the Company being delisted from a national securities exchange or
ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; |
| (i) | A
class of equity securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or |
| (j) | Any
action similar to any of those enumerated above. |
Item
5. Interest in Securities of the Issuer
| (a) | As
of the date hereof, Strong/MDI holds of record 6,000,000 Issuer’s Common Shares,
which constitutes 83.99% of the Issuer’s outstanding Common Shares,
based on 7,143,823 Common Shares stated to be outstanding immediately after the initial
public offering of Common Shares of the Issuer (assuming no exercise by the underwriters
of their option to purchase additional shares) in the Issuer’s Current Report on
Form 8-K, filed with the Securities and Exchange Commission on May 19, 2023. As
noted herein, Strong/MDI is wholly owned by FG Group. |
| (b) | Because
Strong/MDI is wholly owned by FG Group, Strong/MDI and FG Group share voting and dispositive
control over securities held by the Reporting Persons. No other person shares any voting
or dispositive power of such shares. |
| (c) | The
Reporting Persons have not been involved in any transactions involving the securities of
the Company in the last 60 days. |
| (d) | No
other persons are known that have the right to receive or the power to direct the receipt
of dividends from, or the proceeds of sale of, such securities. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
No
other contracts, arrangements, understandings or relationships are present than as otherwise disclosed in response to Items 2, 3, 4,
and 5, above.
Item
7. Material to Be Filed as Exhibits
None.
CUSIP
No. 86335G109
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
STRONG/MDI
SCREEN SYSTEMS, INC. |
|
A
company incorporated under the laws of Quebec, Canada |
|
|
June
1, 2023 |
By: |
/s/
Todd R. Major |
Date |
Name: |
Todd
R. Major, Treasurer, Secretary |
|
FG
GROUP HOLDINGS INC. |
|
A
Nevada corporation |
|
|
June
1, 2023 |
By: |
/s/
Todd R. Major |
Date |
Name: |
Todd
R. Major, Chief Financial Officer |
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