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 |
