(1)
Use of Non-GAAP Measures

We
have prepared our combined financial statements in accordance with United States GAAP. In addition to disclosing financial results prepared
in accordance with GAAP, we disclose information regarding Adjusted EBITDA, which differs from the term EBITDA as it is commonly used.
In addition to adjusting net income to exclude income taxes, interest, and depreciation and amortization, Adjusted EBITDA also excludes,
share-based compensation, fair value adjustments, severance, foreign currency transaction gains (losses), gains on insurance recoveries
and other cash and non-cash charges and gains.

EBITDA
and Adjusted EBITDA are not measures of performance defined in accordance with GAAP. However, Adjusted EBITDA is used internally in planning
and evaluating our operating performance. Accordingly, management believes that disclosure of these metrics offers investors, bankers
and other stakeholders an additional view of our operations that, when coupled with the GAAP results, provides a more complete understanding
of our financial results.

EBITDA
and Adjusted EBITDA should not be considered as an alternative to net income or to net cash from operating activities as measures of
operating results or liquidity. Our calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures used
by other companies, and the measures exclude financial information that some may consider important in evaluating our performance.

EBITDA
and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis
of our results as reported under GAAP. Some of these limitations are (i) they do not reflect our cash expenditures, or future requirements
for capital expenditures or contractual commitments, (ii) they do not reflect changes in, or cash requirements for, our working capital
needs, (iii) EBITDA and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal
payments, on our debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will
often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements, (v)
they do not adjust for all non-cash income or expense items that are reflected in our statements of cash flows, (vi) they do not reflect
the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations, and (vii) other
companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

We
believe EBITDA and Adjusted EBITDA facilitate operating performance comparisons from period to period by isolating the effects of some
items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies.
These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the
impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities
and equipment (affecting relative depreciation expense). We also present EBITDA and Adjusted EBITDA because (i) we believe these measures
are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry, (ii) we believe
investors will find these measures useful in assessing our ability to service or incur indebtedness, and (iii) we use EBITDA and Adjusted
EBITDA internally as benchmarks to evaluate our operating performance or compare our performance to that of our competitors.

The
following table presents a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA:

EBITDA
and Adjusted EBITDA Data (unaudited):

An
investment in our Common Shares involves a high degree of risk. You should consider carefully the risks described below, together with
the other information contained in this prospectus, including our financial statements and the related notes appearing at the end of
this prospectus, for information regarding the risks associated with our business and ownership of our Common Shares. If any of the following
risks actually occur, our business, financial condition, results of operations, and cash flows could suffer significantly. In any of
these cases, the market price of our Common Shares could decline.

The
risks described below that relate to the prior operations, business activities, and history of the Entertainment Business relate to those
operations as part of FG Group Holdings, and not to our operations as an independent business. However, following the Separation,
our management believes that the risks described below will continue to apply to us as an independent business.

Risks
Related to Our Business

We
have no assurance of future business from any of our customers.

We
estimate future revenue associated with customers and customer prospects for purposes of financial planning and measurement of our sales
pipeline, but we have limited contractual assurance of future business from our customers. While we do have arrangements with some of
our customers, customers are not required to purchase any minimum amounts, and could stop doing business with us. Some customers maintain
simultaneous relationships with our competitors, and could shift more of their business away from us if they choose to do so in the future.

Geopolitical
conditions, military conflicts, acts or threats of terrorism, natural disasters, pandemics, and other conditions or events beyond our
control could adversely affect us.

Geopolitical
conditions, military conflicts (including Russia’s invasion of Ukraine), acts or threats of terrorism, natural disasters, pandemics
(including the COVID-19 pandemic), and other conditions or events beyond our control may adversely affect our business, results of operations,
financial condition, or prospects. For example, military conflicts, acts or threats of terrorism, and political, financial, or military
actions taken in response could adversely affect general economic, business, or market conditions and, in turn, us, especially as an
intermediary within the financial system. In addition, nation states engaged in warfare or other hostile actions may directly or indirectly
use cyberattacks against financial systems and financial-services companies like us to exert pressure on one another or other countries
with influence or interests at stake. We also could be negatively impacted if our key personnel, a significant number of our employees,
or our systems or infrastructure were to become unavailable or damaged due to a pandemic, natural disaster, war, act of terrorism, accident,
or similar cause. These same risks and uncertainties arise too for the service providers and counterparties on whom we depend as well
as their own third-party service providers and counterparties.

The
most notable impact of COVID-19 on our results of operations was the significant impact to our customers, specifically those in the entertainment
and advertising industries, and their ability and willingness to purchase our products and services. A significant number of our customers
temporarily ceased operations during the pandemic. For instance, many movie theaters and other entertainment centers were forced to close
or curtail their hours and, correspondingly, terminated or deferred their non-essential capital expenditures. The COVID-19 pandemic also
adversely affected film production and the pipeline of feature films available in the short- and long-term. We were also required to
temporarily close our screen manufacturing facility in Canada due to the governmental response to COVID-19, experienced lower revenues
from field services, and saw a reduction in non-recurring time and materials-based services. The impact of any future outbreak of contagious
disease, or a worsening or resurgence of COVID-19, is not readily ascertainable, is uncertain and cannot be predicted, but could have
an adverse impact on the Company’s business, financial condition and results of operations.

In
the case of Russia’s invasion of Ukraine, security risks as well as increases in fuel and other commodity costs, supply-chain disruptions,
and associated inflationary pressures have impacted our business the most.

We
may also experience one or more of the following conditions that could have a material adverse impact on our business operations and
financial condition: adverse effects on our strategic partners’ businesses or on the businesses of companies in which we hold equity
stakes; impairment charges; extreme currency exchange-rate fluctuations; inability to recover costs from insurance carriers; and business
continuity concerns for us, our customers and our third-party vendors.

These
conditions and events and others like them are highly complex and inherently uncertain, and their effect on our business, results of
operations, financial condition, and prospects in the future cannot be reliably predicted.

There
is no guarantee that we will be able to service and retain or renew existing agreements, maintain relationships with any of our customers
or business partners on acceptable terms or at all, or collect amounts owed to us from insolvent customers or business partners. The
loss of any of our large customers could have a material adverse impact on our business.

Our
operating results could be materially harmed if we are unable to accurately forecast demand for our products and services and adequately
manage our inventory.

To
ensure adequate inventory supply, we forecast inventory needs, place orders and plan personnel levels based on estimates of future demand.
Our ability to accurately forecast demand for our products and services is limited and could be affected by many factors, including an
increase or decrease in customer demand for our products and services or for products and services of our competitors, product and service
introductions by competitors, unanticipated changes in general market conditions, effects of the COVID-19 pandemic and the weakening
of economic conditions or consumer confidence in future economic conditions. If we fail to accurately forecast customer demand, we may
experience excess inventory levels or a shortage of products available for sale. Conversely, if we underestimate customer demand for
our products and services, we may not be able to deliver products to meet requirements, and this could result in damage to our brand
and customer relationships and adversely affect our revenue and operating results.

Interruptions
of, or higher prices of, components from our suppliers may affect our results of operations and financial performance.

A
portion of our revenues is dependent on the distribution of products supplied by various key suppliers. If we fail to maintain satisfactory
relationships with our suppliers, or if our suppliers experience significant financial difficulties, we could experience difficulty in
obtaining needed goods and services. Some suppliers could also decide to reduce inventories or raise prices to increase cash flow. The
loss of any one or more of our suppliers could have an adverse effect on our business, and we may be unable to secure alternative manufacturing
arrangements. Even if we are able to obtain alternative manufacturing arrangements, such arrangements may not be on terms similar to
our current arrangements, or we may be forced to accept less favorable terms in order to secure a supplier as quickly as possible so
as to minimize the impact on our business operations. In addition, any required changes in our suppliers could cause delays in our operations
and increase our production costs and new suppliers may not be able to meet our production demands as to volume, quality, or timeliness.

The
markets for our products and services are highly competitive and if market share is lost, we may be unable to lower our cost structure
quickly enough to offset the loss of revenue.

The
domestic and international markets for our product lines are highly competitive, evolving and subject to rapid technological and other
changes. We expect the intensity of competition in each of these areas to continue in the future for a number of reasons including:

In
addition, we face competition for consumer attention from other forms of entertainment, including streaming services and other forms
of entertainment that may impact the cinema industry. Other forms of entertainment may be more attractive to consumers than those utilizing
our technologies, which could harm our business, prospects and operating results.

For
these and other reasons, we must continue to enhance our technologies and our existing products and services and introduce new, high-quality
technologies, products and services to meet the wide variety of competitive pressures that we face. If we are unable to compete successfully,
our business, prospects and results of operations will be materially adversely impacted.

We
depend in part on distributors, dealers and resellers to sell and market our products and services, and our failure to maintain and further
develop our sales channels could harm our business.

In
addition to our in-house sales force, we sell some of our products and services through distributors, dealers and resellers. As we do
not have long-term contracts and these agreements may be cancelled at any time, any changes to our current mix of distributors could
adversely affect our gross margin and could negatively affect both our brand image and our reputation. If our distributors, dealers and
resellers are not successful in selling our products, our revenue would decrease. Specifically, the shutdowns of local and state economies
as a result of the COVID-19 pandemic have and may continue in the future to adversely affect the operations of our dealers and resellers.
In addition, our success in expanding and entering into new markets internationally will depend on our ability to establish relationships
with new distributors. If we do not maintain our relationship with existing distributors or develop relationships with new distributors,
dealers and resellers, our ability to grow our business and sell our products and services could be adversely affected and our business
may be harmed.

Certain
of our officers and directors are engaged in other activities and may not devote sufficient time to our affairs, which may affect our
ability to conduct operations and generate revenues.

Certain
of our officers and directors have existing responsibilities to provide management and services to other entities including FG Group
Holdings. For example, Mark D. Roberson, our Chief Executive Officer and director, Todd R. Major, our Chief Financial Officer, Secretary
and Treasurer, and D. Kyle Cerminara, our Chairman, also have responsibilities as FG Group Holdings’ Chief Executive Officer,
Chief Financial Officer and Chairman, respectively. While post-Separation, the majority of FG Group Holdings’ operating
business will have moved to the Company, Messrs. Roberson and Major will continue to act as officers of FG Group Holdings, with
corresponding responsibilities, and will therefore still spend some of their time on the business of FG Group Holdings. However,
post-Separation, we expect Messrs. Roberson and Major to each spend a majority, but not all, of their time on the business of our Company.
As a result, demands for the time and resources from our Company and other entities, including FG Group Holdings, may conflict
from time to time. Because we rely primarily on each of our officers and directors to manage our company, our officers’ and directors’
limited devotion of time and resources to our business may negatively impact the operation of our business.

If
we are unable to maintain our brand and reputation, our business, results of operations and prospects could be materially harmed.

Our
business, results of operations and prospects depend, in part, on maintaining and strengthening our brand and reputation for providing
high quality products and services. Reputational value is based in large part on perceptions. Although reputations may take decades to
build, any negative incidents can quickly erode trust and confidence, particularly if they result in adverse publicity, governmental
investigations or litigation. If problems with our products cause operational disruption or other difficulties, or there are delays or
other issues with the delivery of our products or services, our brand and reputation could be diminished. Damage to our reputation could
also arise from actual or perceived legal violations, product safety issues, data security breaches, actual or perceived poor employee
relations, actual or perceived poor service, actual or perceived poor privacy practices, operational or sustainability issues, actual
or perceived ethical issues or other events within or outside of our control that generate negative publicity with respect to us. Any
event that has the potential to negatively impact our reputation could lead to lost sales, loss of new opportunities and retention and
recruiting difficulties. Further, we are a newly formed company, and we have no history of operating as an independent company, and our
brand and reputation may be aligned with that of FG Group Holdings, which means that any harm to FG Group Holdings’
brand may harm our brand, and similarly, it may take time to promote our brand and reputation as a separate independent company. If we
fail to promote and maintain our brand and reputation successfully, our business, results of operations and prospects could be materially
harmed.

Our
operating margins may decline as a result of increasing product costs.

Our
business is subject to pressure on pricing and costs caused by many factors, including supply chain disruption, intense competition,
the cost of components used in our products, labor costs, constrained sourcing capacity, inflationary pressure, pressure from customers
to reduce the prices we charge for our products and services, and changes in consumer demand. While inflation has been relatively low
in recent years, it began to increase in the second half of 2021. Factors including global supply chain disruptions have resulted in
shortages in labor, materials and services. Such shortages have resulted in cost increases, particularly for labor, and could continue
to increase. Costs for the raw materials used in the manufacture of our products are affected by, among other things, energy prices,
demand, fluctuations in commodity prices and currency, shipping costs and other factors that are generally unpredictable and beyond our
control such as the escalating military conflict between Russia and Ukraine. Increases in the cost of raw materials used to manufacture
our products or in the cost of labor and other costs of doing business internationally could have an adverse effect on, among other things,
the cost of our products, gross margins, operating results, financial condition, and cash flows.

Changes
in general economic conditions, geopolitical conditions, domestic and foreign trade policies, monetary policies and other factors beyond
our control may adversely impact our business and operating results.

Our
operations and performance may depend on global, regional, economic and geopolitical conditions. Russia’s invasion and military
attacks on Ukraine have triggered significant sanctions from North American and European leaders. These events continue to develop and
escalate, creating increasingly volatile global economic conditions. Resulting changes in North American trade policy could trigger retaliatory
actions by Russia, its allies and other affected countries, including China, resulting in a “trade war.” A trade war could
result in increased costs for raw materials that we use in our manufacturing and could otherwise limit our ability to sell our products
abroad. These increased costs would have a negative effect on our financial condition and profitability. Furthermore, events like the
military conflict between Russia and Ukraine may increase the likelihood of supply interruptions and further hinder our ability to find
the materials we need to make our products. If the conflict between Russia and Ukraine continues for a long period of time, or if other
countries become further involved in the conflict, we could face significant adverse effects to our business and financial condition.

Our
sales cycle can be long and timing of orders and shipments unpredictable, particularly with respect to large enterprises, which could
harm our business and operating results.

The
timing of our sales is difficult to predict, and customers typically order screen and other distribution products with limited advance
notice which impacts our ability to forecast revenue and manage operations. For our managed service offerings, the sales cycle can be
long and involve educating and achieving buy-in from multiple parts of a customer organization. As a result the length and variable nature
of customer ordering patterns and timing could materially adversely impact our business and results of operations.

We
are substantially dependent upon significant customers who could cease purchasing our products at any time.

Our
top ten customers accounted for approximately 51% and 39% of combined net revenues during the years ended December 31,
2022 and December 31, 2021, respectively. Trade accounts receivable from these customers represented 69% and 29% of
net receivables at December 31, 2022 and December 31, 2021, respectively. None of our customers accounted for more than 10% of
our combined net revenues during the year ended December 31, 2022, and two of our customers accounted for more than
10% of our net combined receivables as of December 31, 2022. None of our customers accounted for more than 10% of both our combined
net revenues during 2021 and our net combined receivables as of December 31, 2021. While we believe our relationships with such customers
are stable, most arrangements with these customers are made by purchase order and are terminable at will by either party. A significant
decrease or interruption in business from our significant customers could have a material adverse effect on our business, financial condition
and results of operations. We could also be adversely affected by such factors as changes in foreign currency rates and weak economic
and political conditions in each of the countries in which we sell our products.

Several
larger operators in the cinema industry carry high levels of balance sheet leverage arising from pre-COVID acquisitions. Cineworld Group
Plc, the parent company of Regal Cinemas and one of the largest cinema operators, filed for Chapter 11 bankruptcy on September 7, 2022
to restructure their balance sheet and alleviate their debt burden. As a result of the bankruptcy, we collected $0.2 million of the
$0.3 million we had in accounts receivable at the time of the bankruptcy filing related to products and services sold to Regal Cinemas.
The bankruptcy filing negatively impacted the collectability of our accounts receivable and could also negatively impact our
revenue in future periods.

Financial
instruments that potentially expose us to a concentration of credit risk principally consist of accounts receivable. We sell products
to a large number of customers in many different geographic regions. To minimize credit concentration risk, we perform ongoing credit
evaluations of our customers’ financial condition or use letters of credit.

Our
business is subject to the economic and political risks of selling products in foreign countries.

Sales
outside the United States accounted for approximately 13% of combined sales in the fiscal year ended December 31, 2022.
We expect that international sales will continue to be important to our business for the foreseeable future. Foreign sales are subject
to general political and economic risks, including the adverse impact of changes to international trade and tariff policies, including
in the U.S. and China, which have created uncertainty regarding international trade, unanticipated or unfavorable circumstances arising
from host country laws or regulations, unfavorable changes in U.S. policies on international trade and investment, the imposition of
governmental economic sanctions on countries in which we do business, quotas, capital controls or other trade barriers, whether adopted
by individual governments or addressed by regional trade blocks, threats of war, terrorism or governmental instability, currency controls,
fluctuating exchange rates with respect to sales not denominated in U.S. dollars, changes in import/export regulations, tariffs and freight
rates, potential negative consequences from changes to taxation policies, restrictions on the transfer of funds into or out of a country
and the disruption of operations from labor, political and other disturbances, such as the impact of the coronavirus and other public
health epidemics or pandemics. Government policies on international trade and investment can affect the demand for our products, impact
the competitive position of our products or prevent us from being able to sell or manufacture products in certain countries. The implementation
of more restrictive trade policies, such as higher tariffs or new barriers to entry, in countries in which we sell large quantities of
products and services could negatively impact our business, financial condition and results of operations. For example, a government’s
adoption of “buy national” policies or retaliation by another government against such policies could have a negative impact
on our results of operations. If we were unable to navigate the foreign regulatory environment, or if we were unable to enforce our contract
rights in foreign countries, our business could be adversely impacted. Any of these events could reduce our sales, limit the prices at
which we can sell our products, interrupt our supply chain or otherwise have an adverse effect on our operating performance.

In
addition, a portion of our foreign sales are denominated in foreign currencies and amounted to approximately $1.4 million in 2022.
To the extent that orders are denominated in foreign currencies, our reported sales and earnings are subject to foreign exchange
fluctuations. In addition, there can be no assurance that our remaining international customers will continue to accept orders denominated
in U.S. dollars. For those sales which are denominated in U.S. dollars, a weakening in the value of foreign currencies relative to the
U.S. dollar could have a material adverse impact on us by increasing the effective price of our products in international markets. Certain
areas of the world are also more cost conscious than the U.S. market and there are instances where our products are priced higher than
local manufacturers. We are also exposed to foreign currency fluctuations between the Canadian and U.S. dollar due to our screen manufacturing
facility in Canada where a majority of its sales are denominated in the U.S. dollar while its expenses are denominated in Canadian currency.
We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved,
the variability of currency exposures and the potential volatility of currency exchange rates.

Any
of these factors could adversely affect our foreign activities and our business, financial condition and results of operations.

The
risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could have a significant
impact on our financial condition, results of operations and strategic objectives.

Our
global operations subject us to regulation by U.S. federal and state laws and multiple foreign laws, regulations and policies, which
could result in conflicting legal requirements. These laws and regulations are complex, change frequently, have tended to become more
stringent over time and increase our cost of doing business. These laws and regulations include import and export control, environmental,
health and safety regulations, data privacy requirements, international labor laws and work councils and anti-corruption and bribery
laws such as the U.S. Foreign Corrupt Practices Act, the U.N. Convention Against Bribery and local laws prohibiting corrupt payments
to government officials. We are subject to the risk that we, our employees, our affiliated entities, contractors, agents or their respective
officers, directors, employees and agents may take action determined to be in violation of any of these laws. An actual or alleged violation
could result in substantial fines, sanctions, civil or criminal penalties, debarment from government contracts, curtailment of operations
in certain jurisdictions, competitive or reputational harm, litigation or regulatory action and other consequences that might adversely
affect our financial condition, results of operations and strategic objectives.

In
addition, we are subject to Canadian and foreign anti-corruption laws and regulations such as the Canadian Corruption of Foreign Public
Officials Act. In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited
payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. We cannot predict
the nature, scope or effect of future regulatory requirements to which our operations might be subject or the manner in which existing
laws might be administered or interpreted. Failure by us or our predecessors to comply with the applicable legislation and other similar
foreign laws could expose us and our senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal
expenses and reputational damage, all of which could materially and adversely affect our business, financial condition and results of
operations. Likewise, any investigation of any alleged violations of the applicable anti-corruption legislation by Canadian or foreign
authorities could also have an adverse impact on our business, financial condition and results of operations.

A
reversal of the U.S. economic recovery and a return to volatile or recessionary conditions in the United States or abroad could adversely
affect our business or our access to capital markets in a material manner.

Worsening
economic and market conditions, downside shocks, or a return to recessionary economic conditions could serve to reduce demand for our
products and adversely affect our operating results. These economic conditions may also impact the financial condition of one or more
of our key suppliers, which could affect our ability to secure products to meet our customers’ demand. In addition, a downturn
in the cinema market could impact the valuation and collectability of certain receivables held by us. Our results of operations and the
implementation of our business strategy could be adversely affected by general conditions in the global economy, including conditions
that are outside of our control, such as the impact of health and safety concerns from the current outbreak of COVID-19 and variants
thereof. The most recent global financial crisis caused by the coronavirus resulted in extreme volatility and disruptions in the capital
and credit markets. A severe or prolonged economic downturn could result in a variety of risks to our business and could have a material
adverse effect on us. We could also be adversely affected by such factors as changes in foreign currency rates and weak economic and
political conditions in each of the countries in which we sell our products.

We
rely extensively on our information technology systems and are vulnerable to damage and interruption.

We
rely on our information technology systems and infrastructure to process transactions, summarize results and manage our business, including
maintaining client and supplier information. Additionally, we utilize third parties, including cloud providers, to store, transfer and
process data. From time to time, we experience cyber-attacks on our information technology systems. Our information technology systems,
as well as the systems of our customers, suppliers and other partners, whose systems we do not control, are vulnerable to outages and
an increasing risk of continually evolving deliberate intrusions to gain access to company sensitive information. Likewise, data security
incidents and breaches by employees and others with or without permitted access to our systems pose a risk that sensitive data may be
exposed to unauthorized persons or to the public. A cyber-attack or other significant disruption involving our information technology
systems, or those of our customers, suppliers and other partners, could also result in disruptions in critical systems, corruption or
loss of data and theft of data, funds or intellectual property. We may be unable to prevent outages or security breaches in our systems.
We remain potentially vulnerable to additional known or yet unknown threats as, in some instances, we, our suppliers and our other partners
may be unaware of an incident or its magnitude and effects. We also face the risk that we expose our customers or partners to cybersecurity
attacks. Any or all of the foregoing could adversely affect our results of operations and cash flows, as well as our business reputation.

Any
failure to maintain the security of information relating to our customers, employees and suppliers, whether as a result of cybersecurity
attacks or otherwise, could expose us to litigation, government enforcement actions and costly response measures, and could disrupt our
operations and adversely affect our business and reputation.

In
connection with the sales and marketing of our products and services, we may from time to time transmit confidential information. We
also have access to, collect or maintain private or confidential information regarding our customers, employees, and suppliers, as well
as our business. We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the internet,
malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization,
and other significant disruptions of our information technology networks and related systems. These risks include operational interruption,
private data exposure and damage to our relationship with our customers, among others. Cyber-attacks are rapidly evolving and becoming
increasingly sophisticated. It is possible that computer hackers and others might compromise our security measures, or the security measures
of those parties that we do business with now or in the future, and obtain the personal information of our customers, employees and suppliers
or our business information. A security breach of any kind, including physical or electronic break-ins, computer viruses and attacks
by hackers, employees or others, could expose us to risks of data loss, litigation, government enforcement actions, regulatory penalties
and costly response measures, and could seriously disrupt our operations. Any resulting negative publicity could significantly harm our
reputation, which could cause us to lose market share and have an adverse effect on our results of operations.

If
we fail to retain key members of management, or successfully integrate new executives, our business may be materially harmed.

Our
future success depends, in substantial part, on the efforts and abilities of our current management team. If certain of these individuals
were to leave unexpectedly, we could experience substantial loss of institutional knowledge, face difficulty in hiring qualified successors
and could experience a loss in productivity while any successor obtains the necessary training and experience. Our loss of services of
any of our senior executives, or any failure to effectively integrate new management into our business processes, controls, systems and
culture, could have a material adverse effect on us.

Any
potential future acquisitions, strategic investments, entry into new lines of business, divestitures, mergers or joint ventures may subject
us to significant risks, any of which could harm our business.

Our
long-term strategy may include identifying and acquiring, investing in or merging with suitable candidates on acceptable terms, entry
into new lines of business and markets or divesting of certain business lines or activities. In particular, over time, we may acquire,
make investments in or merge with providers of product offerings that complement our business or may terminate such activities. Mergers,
acquisitions, divestitures and entries into new lines of business include a number of risks and present financial, managerial and operational
challenges, including but not limited to:

Any
acquired business, technology, service or product or entry into a new line of business could significantly under-perform relative to
our expectations, and may not achieve the benefits we expect. For all these reasons, our pursuit of an acquisition, investment, new line
of business, divestiture, merger or joint venture could cause our actual results to differ materially from those anticipated.

Failure
to effectively utilize or successfully assert intellectual property rights could negatively impact us.

We
own or otherwise have rights to various trademarks and trade names used in conjunction with the sale of our products, the most significant
of which is Strong®. We rely on trademark laws to protect these intellectual property rights. We cannot assure that these intellectual
property rights will be effectively utilized or, if necessary, successfully asserted. There is a risk that we will not be able to obtain
and perfect our own intellectual property rights, or, where appropriate, license from others, intellectual property rights necessary
to support new product introductions. Our intellectual property rights, and any additional rights we may obtain in the future, may be
invalidated, circumvented or challenged in the future. Our failure to perfect or successfully assert intellectual property rights could
harm our competitive position and could negatively impact us.

Natural
disasters and other catastrophic events beyond our control could adversely affect our business operations and financial performance.

The
occurrence of one or more natural disasters, such as fires, hurricanes, tornados, tsunamis, floods and earthquakes; geo-political events,
such as civil unrest in a country in which our suppliers are located or terrorist or military activities disrupting transportation, communication
or utility systems; or other highly disruptive events, such as nuclear accidents, public health epidemics or pandemics, such as the ongoing
COVID-19 pandemic, the impact of which is uncertain and which, if it persists for an extended period of time, could disrupt our global
supply chain and result in significant expenses or delays outside of our control, unusual weather conditions or cyber-attacks, could
adversely affect our operations and financial performance. For example, the COVID-19 pandemic has impacted and could further impact our
operations, customers and suppliers as a result of quarantines, facility closures, and travel and logistics restrictions. The extent
to which COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted at this
time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak.
In addition, temporary cinema closures in domestic and foreign markets and delays to movie release schedules may potentially negatively
impact our customers’ operations and timing of orders. Further, adverse events such as health-related concerns about working in
our offices, the inability to travel and other matters affecting the general work environment could harm our business. In the event of
a major disruption caused by the outbreak of epidemics or pandemic diseases such as coronavirus, we may lose the services of our employees
or experience system interruptions, which could lead to diminishment of our business operations. Such events could result, among other
things, in operational disruptions, physical damage to or destruction or disruption of one or more of our properties or properties used
by third parties in connection with the supply of products or services to us, the lack of an adequate workforce in parts or all of our
operations and communications and transportation disruptions. We cannot anticipate all the ways in which the current global health crisis
and financial market conditions could adversely impact our business. These factors could also cause consumer confidence and spending
to decrease or result in increased volatility in the United States and global financial markets and economy. Such occurrences could have
a material adverse effect on us and could also have indirect consequences such as increases in the costs of insurance if they result
in significant loss of property or other insurable damage.

The
insurance that we maintain may not fully cover all potential exposures.

We
maintain property, business interruption and casualty insurance but such insurance may not cover all risks associated with the hazards
of our business and is subject to limitations, including deductibles and maximum liabilities covered. We are potentially at risk if one
or more of our insurance carriers fail. Additionally, severe disruptions in the domestic and global financial markets could adversely
impact the ratings and survival of some insurers. In the future, we may not be able to obtain coverage at current levels, and our premiums
may increase significantly on coverage that we maintain.

We
are a holding company with no operations of our own.

We
are a holding company, and our ability to operate is dependent upon the earnings from the business conducted by our subsidiaries that
operate the centers. The effect of this structure is that we depend on the earnings of our subsidiaries, and the distribution or payment
to us of a portion of these earnings to meet our obligations, including those under any of our debt obligations. The distributions of
those earnings or advances or other distributions of funds by these entities to us, all of which are contingent upon our subsidiaries’
earnings, are subject to various business considerations. In addition, distributions by our subsidiaries could be subject to statutory
restrictions, including state laws requiring that such subsidiaries be solvent, or contractual restrictions. Some of our subsidiaries
may become subject to agreements that restrict the sale of assets and significantly restrict or prohibit the payment of dividends or
the making of distributions, loans or other payments to shareholders, partners or members.

We
are entering a new line of business which could require additional capital.

The
production, acquisition and distribution of feature films and series content requires substantial capital. We intend to mitigate risks
by pre-selling rights to content and utilizing tax credit incentives in most cases to offset production costs. However, a significant
amount of time may elapse between our expenditure of funds and the receipt of revenues after release or distribution of such content.
Although we intend to reduce the risks of production exposure through pre-sale of rights, tax credit programs, government and industry
programs, co-financiers and other sources, we cannot assure you that we will successfully implement these arrangements or that we will
not be subject to substantial financial risks relating to the production, acquisition and distribution of content. Additionally, the
production, completion and distribution of motion picture and television content can be subject to a number of uncertainties, including
delays and increased expenditures due to disruptions or events beyond our control. As a result, if production incurs substantial budget
overruns, we may have to seek additional financing or fund the overrun ourselves. We cannot make assurances regarding the availability
of such additional financing on terms acceptable to us, or that we will recoup these costs. For instance, increased costs or budget overruns
incurred with respect to a particular film may prevent a picture from being completed or released or may result in a delayed release
and the postponement to a potentially less favorable date, all of which could cause a decline in performance, and, thus, the overall
financial success of such film. Any of the foregoing could have a material adverse effect on our business, financial condition, operating
results, liquidity and prospects.

We
may incur significant write-offs if our projects do not perform well enough to recoup costs.

We
will be required to amortize content capitalized production costs over the expected revenue streams as we recognize revenue from films
or other projects. The amount of production costs that will be amortized each quarter depends on, among other things, how much future
revenue we expect to receive from each project. Unamortized production costs will be evaluated for impairment each reporting period on
a project-by-project basis. If estimated remaining revenue is not sufficient to recover the unamortized production costs, including because
of delayed theatrical distribution of films as a result of the COVID-19 global pandemic and its effects, those costs would be written
down to fair value. In any given quarter, if we lower our previous forecast with respect to total anticipated revenue from any film or
other project, we may be required to accelerate amortization or record impairment charges with respect to the unamortized costs, even
if we previously recorded impairment charges for such film or other project. Such impairment charges could adversely impact our business,
operating results and financial condition.

Our
revenues and results of operations may fluctuate significantly from period to period.

Our
revenues and results of operations can vary based on the timing of shipments of our cinema products particularly with regard to the timing
of cinema screen shipments and timing of customer orders and shipments of projection equipment. With the launch of Strong Studios, those
fluctuations could increase on a quarter-to-quarter basis as timing of revenue and amortization of production costs will depend on timing
delivery of content, among other factors. The degree of commercial success of content that we sell, license or distribute, which cannot
be predicted with certainty may cause our revenue and earnings results to fluctuate significantly from period to period, and the results
of any one period may not be indicative of the results for any future periods.

Risks
Related to the Separation

We
may not realize the anticipated benefits from the Separation, and the Separation could harm our business.

We
have historically operated as a business segment of FG Group Holdings. We may not be able to achieve the full strategic and financial
benefits expected to result from the Separation, or such benefits may be delayed or not occur at all. The Separation is expected to enhance
strategic and management focus, provide a distinct investment identity and allow us to efficiently allocate resources and deploy capital.
We may not achieve these and other anticipated benefits for a variety of reasons, including, among others:

If
we fail to achieve some or all of the benefits expected to result from the Separation, or if such benefits are delayed, our business
could be harmed.

The
services that FG Group Holdings will provide to us post-Separation, pursuant to the Management Services Agreement, may not be
sufficient to meet our needs, which may result in increased costs and otherwise adversely affect our business.

Pursuant
to the Management Services Agreement, we and FG Group Holdings expect to continue to provide certain services to each other, which
could include information technology, legal, finance and accounting, human resources, tax, treasury, and other services in exchange for
the fees specified in the Management Services Agreement between us and FG Group Holdings (calculated on the basis of cost and
expenses, with mark-up, if necessary, to comply with applicable transfer pricing principles under Canadian and U.S. tax regulations).
FG Group Holdings is not obligated to provide these services in a manner that differs from the nature of the services provided
to the Strong Entertainment operating segment during the period prior to the Separation, and thus we may not be able to modify these
services in a manner desirable to us as a stand-alone public company. Further, if we no longer receive these services from FG Group
Holdings due to the termination of the Management Services Agreement or otherwise, we may not be able to perform these services ourselves
and/or find appropriate third party arrangements at a reasonable cost (and any such costs may be higher than those charged by FG Group
Holdings). See the section titled “Certain Relationships and Related Party Transactions-Relationship with FG Group Holdings.”

We
have no history of operating as an independent company, and our historical and unaudited pro forma financial information is not necessarily
representative of the results that we would have achieved as an independent, publicly traded company and may not be a reliable indicator
of our future results.

Our
historical and unaudited pro forma financial information included in this prospectus is not necessarily indicative of our future financial
condition, results of operations or cash flows, nor does it reflect what our financial condition, results of operations or cash flows
would have been as an independent public company during the periods presented. In particular, the historical financial information included
in this prospectus is not necessarily indicative of our future results of operations, financial condition or cash flows primarily because
of the following factors:

We
based the pro forma adjustments included in this prospectus on available information and assumptions that we believe are reasonable;
actual results, however, may vary. In addition, our unaudited pro forma financial information included in this prospectus may not give
effect to various ongoing additional costs we may incur in connection with being an independent public company. Accordingly, our unaudited
pro forma financial statements do not reflect what business, financial condition, results of operations, and cash flows would have been
as an independent public company and are not necessarily indicative of our future financial condition or future results of operations.

Please
refer to “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and our audited historical financial statements and the notes to those statements
included elsewhere in this prospectus.

FG
Group Holdings may fail to perform
under various transaction agreements that will be executed as part of the Separation or it may fail to have necessary systems and services
in place when certain of the transaction agreements expire.

In
connection with the Separation, we, through Strong Entertainment Subco or STS, will enter into a Master Asset Purchase Agreement, Confirmatory
of Ownership Assignment of Intellectual Property between Strong/MDI Screen Systems, Inc., a company existing under the laws of Quebec
and Strong/MDI Screen Systems Inc., a company incorporated under the laws of British Columbia (the “IP Assignment Agreement”),
the FG Group Holdings Asset Transfer Agreement, Patent Assignment between FG Group Holdings, and Strong Technical Services,
Inc. (the “FG Group Holdings IP Assignment Agreement”), the Joliette Plant Lease and the Share Transfer Agreements
with FG Group Holdings and/or Strong/MDI. The Master Asset Purchase Agreement, the FG Group Holdings Asset Transfer Agreement
and the Joliette Plant Lease will determine the allocation of assets and liabilities (including by means of licensing) between the companies
following the Separation and will include any necessary indemnifications related to liabilities and obligations. If Strong/MDI and/or
FG Group Holdings are unable to satisfy their respective obligations under these agreements, we could incur operational difficulties
or losses, which may not be adequately indemnified under those agreements. If we do not have in place our own systems and services, or
if we do not have agreements with other providers of these services once these transaction agreements expire or terminate, we may not
be able to operate our business effectively and our profitability may decline.

Our
accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements
to which we will be subject following the Separation.

Our
financial results previously were included within the consolidated results of FG Group Holdings, and its reporting and control
systems were appropriate for subsidiaries of a public company. We may need to upgrade our systems, including duplicating computer hardware
infrastructure, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting,
finance and information technology staff. If we are unable to do this in a timely and effective fashion, our ability to comply with our
financial reporting requirements and other rules that apply to reporting companies could be impaired and our business could be harmed.

Until
completion of the Separation, FG Group Holdings will control the direction of our business, and post-Separation, FG Group Holdings
will continue to indirectly control the direction of our business, as their concentrated ownership of our Common Shares and Class
B Shares will prevent you and other shareholders from influencing significant decisions.

Immediately
following the completion of this offering, FG Group Holdings will control 78.9% of our outstanding Common Shares (or 76.5%
if the underwriters exercise their option to purchase additional Common Shares in full) and 100% of the outstanding Class B Shares,
which will entitle FG Group Holdings, or an entity controlled by FG Group Holdings, to nominate and elect at least 50% of our board,
until such Class B Shares are redeemed. As long as FG Group Holdings beneficially controls a majority of the voting power of our outstanding
Common Shares with respect to a particular matter, or FG Group Holdings directly or indirectly holds any number of Class B Shares,
it will generally be able to determine the outcome of all corporate actions requiring shareholder approval, including by the election
and removal of at least 50% of our directors. Even if FG Group Holdings
were to control less than a majority of the voting power of our outstanding Common Shares and ceased to hold any Class B Shares, it may
be able to influence the outcome of such corporate actions so long as it owns a significant portion of our Common Shares. If FG Group
Holdings does not complete the Separation or otherwise dispose of its Common Shares, it could remain our controlling shareholder for
an extended period of time or indefinitely.

FG
Group Holdings’ interests may not be the same
as, or may conflict with, the interests of our other shareholders. Investors in this offering will not be able to affect the outcome
of any shareholder vote while FG Group Holdings controls the majority of the voting power of our outstanding Common Shares. As
a result, FG Group Holdings may be able to control, directly or indirectly and subject to applicable law, all matters affecting
us, including:

Because
FG Group Holdings’ interests may differ from ours or from those of our other shareholders, actions that FG Group Holdings
takes with respect to us, as our controlling shareholder, may not be favorable to us or our other shareholders.

If
FG Group Holdings sells a controlling interest in our company to a third party in a private transaction, you may not realize any
change-of-control premium on our Common Shares and we may become subject to the control of a presently unknown third party.

Following
the completion of this offering, FG Group Holdings will continue to control a significant equity interest in our company. FG
Group Holdings will have the ability, should it choose to do so, to sell some or all of our Common Shares it owns in a privately-negotiated
transaction, which, if sufficient in size, could result in a change of control of our company.

The
ability of FG Group Holdings to privately sell the Common Shares it owns, with no requirement for a concurrent offer to be made
to acquire all of the Common Shares that will be publicly traded hereafter, could prevent you from realizing any change-of-control premium
on your Common Shares that may otherwise accrue to FG Group Holdings on its private sale of our Common Shares. Additionally, if
FG Group Holdings privately sells its significant equity interests in our company, we may become subject to the control of a presently
unknown third party. Such third party may have interests that conflict with those of other shareholders.

Some
of our directors and officers may have actual or potential conflicts of interest because of their equity ownership in FG Group Holdings,
and some of our directors may have actual or potential conflicts of interest because they also serve as officers of FG Group Holdings.

Because
of their current or former positions with FG Group Holdings, some of our executive officers and directors may own FG Group
Holdings Common Shares or have options to acquire FG Group Holdings Common Shares, and the individual holdings may be significant
for some of these individuals compared to their total assets. In addition, following the Separation, certain of officers and directors
will also continue to serve as officers and directors of FG Group Holdings. Although all transactions with related parties after
this offering will be approved by a committee of non-FG Group Holdings-affiliated directors, this ownership or service may create
the appearance of conflicts of interest when the FG Group Holdings-affiliated officers and/or directors are faced with decisions
that could have different implications for FG Group Holdings or us. For example, potential conflicts of interest could arise in
connection with the resolution of any dispute that may arise between FG Group Holdings and us regarding the terms of the agreements
governing the Separation and the relationship thereafter between the companies, including the Management Services Agreement.

The
IRS may not agree with the position that we should be treated as a foreign corporation for U.S. federal income tax as a result of the
Separation.

Although
we are incorporated under the laws of Canada, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S.
tax resident) for U.S. federal income tax purposes pursuant to section 7874 of the Code. For U.S. federal income tax purposes, a corporation
is generally considered a tax resident in the jurisdiction of its organization or incorporation. Because we are incorporated under the
laws of Canada, we would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) for U.S. federal
income tax purposes. Section 7874 provides an exception pursuant to which a foreign incorporated entity may, in certain circumstances,
be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex and require analysis of all relevant facts
and circumstances, and there is limited guidance and significant uncertainties as to their application. If it were determined that we
should be taxed as a U.S. corporation for U.S. federal income tax purposes under section 7874, we would be liable for U.S. federal income
tax on our income like any other U.S. corporation and certain distributions made by us to non-U.S. holders of our Common Shares would
be subject to U.S. withholding tax. Taxation as a U.S. corporation could have a material adverse effect on our financial position and
results from operations.

Section
7874 is currently expected to apply to the Separation in a manner such that we should not be treated as a U.S. corporation for U.S. federal
income tax purposes. However, holders are cautioned that the application of section 7874 to us is extremely complex and the applicable
Treasury Regulations are subject to significant uncertainty and there is limited guidance regarding their application. Moreover, the
application of section 7874 to the facts and circumstances of the Separation are uncertain. In addition, there could be a future change
in law under section 7874 of the Code, the Treasury Regulations promulgated thereunder or otherwise that could have an effect on the
application of section 7874 to us. No IRS ruling has been requested or will be obtained regarding the U.S. federal income tax consequences
of the Separation or any other matter described in this prospectus/proxy statement. There can be no assurance that the IRS will not challenge
the U.S. federal income tax treatment described above or that, if challenged, such treatment will be sustained by a court.

We
potentially could have received better terms from unaffiliated third parties than the terms we received in our agreements with FG
Group Holdings.

The
agreements we entered into with FG Group Holdings in connection with the Separation were negotiated while we were still part of
FG Group Holdings’ business. See “Certain Relationships and Related Party Transactions—Relationship with
FG Group Holdings.” Accordingly, during the period in which the terms of those agreements will have been negotiated,
we did not have an independent board of directors (the “Board of Directors”) or a management team independent of FG Group
Holdings. The terms of the agreements negotiated in the context of the Separation relate to, among other things, the allocation of
assets, intellectual property, liabilities, rights and other obligations between FG Group Holdings and us, and arm’s-length
negotiations between FG Group Holdings and an unaffiliated third party in another form of transaction, such as a buyer in a sale
of a business, may have resulted in more favorable terms to the unaffiliated third party.

Because
we will lease, instead of own, the Joliette Plant where we manufacture all of our screens, it is possible that Strong/MDI as landlord
may terminate the lease which would negatively impact our production.

We
manufacture our screens in the Joliette Plant, an approximately 80,000 square-foot facility near Montreal, Quebec, Canada. Strong/MDI,
our major shareholder after this offering, will continue to own this facility. We plan to lease it through Strong Entertainment Subco,
our subsidiary post-Separation. While we plan to enter into the Joliette Plant Lease, which will be a fifteen (15) year lease for the
Joliette Plant (with the option of Strong Entertainment Subco to renew for five (5) consecutive periods of five years each, and a right
of first refusal to purchase the Joliette Plant in the event that Strong/MDI wishes to sell the property to a third-party in the future)
with Strong/MDI, it is possible that Strong/MDI may terminate the lease under certain limited circumstances, and therefore interrupt
our screen production. In addition, we plan to use part of the proceeds from this offering to improve and expand the Joliette Plant,
because it is our only manufacturing facility in North America. Compared to the ownership, the rental relationship may not provide us
enough protection on our interests and investments in this facility.

Government
agencies in Canada have notified Strong/MDI that certain modifications are required to be made to the Joliette Plant in order to meet
safety and emissions standards.

Strong/MDI
has been informed by certain government agencies in Canada, including but not limited to, the Joliette Fire Department and the Quebec
Ministry of the Environment, that certain aspects of the Joliette Plant must be modified to fully comply with safety and emissions standards.
Strong/MDI has implemented changes to address some, but not all, of the identified requirements.

The
required modifications include installing new air evaluator and exhaust chimneys as well as modifying the walls and doors in the paint
and coatings area to achieve a 2-hour fire resistance standard. In addition, it was required that we modify certain mezzanine areas to
reduce their size and upgrade construction to non-combustible materials, add an additional exterior access, and purchase spill resistant
pallets. We estimate that if we were to proceed with implementing the remaining identified requirements, the cost would be approximately
CAD$0.3 million to CAD$0.5 million (approximately US$0.2 million to US$0.4 million) if undertaken on their own and not as part of a broader
plant improvement initiative. Our intention is to address the remaining requirements as one component of an expansion and reorganization
of certain areas of the Joliette Plant. We believe the project would improve production flow in the plant, accommodate growth of the
Eclipse product line in addition to addressing the requirements. We estimate that the cost of an expansion and reorganization of the
Joliette Plant, which includes the estimated costs to remedy the remaining required modifications, would be approximately CAD$1.0 million
to CAD$1.5 million (approximately US$0.8 million to US$1.2 million), depending on the final scope of the expansion as well as fluctuations
in construction materials and other costs. If we fail to address the requirements, it could be possible that we could incur penalties
or production could be interrupted. The expansion could cost more or take longer than our expectations and could result in production
disruptions in the facility during the construction process.

We
have agreed to indemnify FG Group Holdings for future losses, if any, related to current litigation related to the operation businesses
being transferred to us in the Separation.

Pursuant
to the terms of the FG Group Holdings Asset Purchase Agreement, we have agreed to indemnify FG Group Holdings for future
losses, if any, related to current product liability or personal injury claims arising out of products sold or distributed in the U.S.
by the operations of the businesses being transferred to us in the Separation, in an aggregate amount not to exceed $250,000 per year,
as well as to indemnify FG Group Holdings for all expenses (including legal fees) related to the defense of such claims. There
can be no assurance that we will have sufficient capital to pay the full amount of such aggregate liabilities or losses.

Risks
Related to this Offering and Ownership of Our Common Shares

There
may not be an active, liquid trading market for our Common Shares.

Prior
to this offering, there has been no public market for our Common Shares. We cannot predict the extent to which investor interest in our
company will lead to the development of a trading market on the NYSE American or how liquid that market may become. If an active trading
market does not develop, you may have difficulty selling any of our Common Shares that you purchase. The initial public offering price
of our Common Shares is, or will be, determined by negotiation between us and the underwriters and may not be indicative of prices that
will prevail following the completion of this offering. The market price of Common Shares may decline below the initial public offering
price, and you may not be able to resell your Common Shares at or above the initial public offering price.

Our
share price may fluctuate significantly, and you may not be able to resell your Common Shares at or above the initial public offering
price.

The
trading price of our Common Shares is likely to be volatile and subject to wide price fluctuations in response to various factors, including:

These
and other factors may cause the market price and demand for our Common Shares to fluctuate substantially, which may limit or prevent
investors from readily selling their Common Shares and may otherwise negatively affect the liquidity of our Common Shares. In addition,
in the past, when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation
against the company that issued the shares. If any of our shareholders brought a lawsuit against us, we could incur substantial costs
defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

The
trading market for our Common Shares will also be influenced by the research and reports that industry or securities analysts publish
about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly,
we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover,
if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our
share price could decline.

We
will be a “controlled company” within the meaning of the rules of the NYSE American and, as a result, will qualify for exemptions
from certain corporate governance requirements. While we do not intend to avail ourselves of these exemptions, we may do so, and, accordingly,
you may not have the same protections afforded to shareholders of companies that are subject to such requirements.

Upon
completion of this offering, FG Group Holdings will continue to control indirectly a majority of the voting power of our outstanding
Common Shares and all of our Class B Shares, which will indirectly entitle FG Group Holdings to elect fifty percent (50%)
of our board (or a majority, where our board is set at an odd number), until such Class B Shares are redeemed. As a result, we will be
a “controlled company” within the meaning of the corporate governance standards of the NYSE American. Under these rules,
a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled
company” and may elect not to comply with certain corporate governance requirements, including:

While
FG Group Holdings indirectly controls a majority of the voting power of our outstanding Common Shares and all of our Class B
Shares, we may not have a majority of independent directors or our nominating and corporate governance and compensation committees may
not consist entirely of independent directors. While we do not intend to avail ourselves of these exemptions, we may do so, and, accordingly,
you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements
of the NYSE American.

Future
sales by FG Group Holdings or others of our Common Shares, or the perception that the Separation or such sales may occur, could
depress the price of our Common Shares.

Immediately
following the completion of this offering, FG Group Holdings will own indirectly 78.9% of our outstanding Common Shares (or 76.5%
if the underwriters exercise their option to purchase additional Common Shares in full), which percentage calculation does not take
into account the RSUs to be issued to our directors and officers upon the completion of this offering (see “Executive and Director
Compensation—Long-Term Incentives—Equity Grants”). Subject to the restrictions described in the paragraph below, future
sales of these Common Shares in the public market will be subject to the volume and other restrictions of Rule 144 under the Securities
Act, for so long as FG Group Holdings is deemed to be our affiliate, unless the Common Shares to be sold are registered with the Securities
and Exchange Commission (the “SEC”). We are unable to predict with certainty whether or when FG Group Holdings will sell
a substantial number of Common Shares to the extent it retains Common Shares following the Separation. The sale by FG Group Holdings
of a substantial number of Common Shares after this offering, or a perception that such sales could occur, could significantly reduce
the market price of our Common Shares.

Pursuant
to lock-up agreements, our directors and officers have agreed, for a period of twelve (12) months from the date of this offering, and
any other holder of our outstanding Common Shares has agreed, for a period of twelve (12) months from the date of this offering, subject
to limited exceptions, without the prior written consent of the representative of the underwriters, that they will not offer, issue,
sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities. In addition, pursuant
to the Underwriting Agreement (as defined below), we and any of our successors have agreed, for a period of twelve (12) months from the
date of the Underwriting Agreement, that each will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly
or indirectly, any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital
stock; (ii) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of our capital
stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock; (iii) complete any offering
of our debt securities, other than entering into a line of credit with a traditional bank; or (iv) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of our capital stock, whether any such
transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of our capital stock or such other
securities, in cash or otherwise. The representative of the underwriters may, in its sole discretion and at any time without notice,
release all or any portion of the Common Shares subject to the lock-up. See “Underwriting.”

Immediately
upon this offering, we intend to file a registration statement registering under the Securities Act the Common Shares reserved for issuance
under our Plan. If equity securities granted under our Plan are sold or it is perceived that they will be sold in the public market,
the trading price of our Common Shares could decline substantially. These sales also could impede our ability to raise future capital.

We
are governed by the corporate laws of British Columbia, Canada, which in some cases have a different effect on the rights of shareholders
than the corporate laws of the United States.

We
are governed by the BCBCA, which may affect the rights of shareholders differently than those of a company governed by the laws of a
U.S. jurisdiction, and may, together with our Articles, as amended, have the effect of delaying, deferring or discouraging another party
from acquiring control of our company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring
party would be willing to pay for our Common Shares. The material differences between the BCBCA and Delaware General Corporation Law
that may have the greatest such effect include, but are not limited to, the following: (i) for certain corporate transactions (such as
amalgamations, arrangements or amendments to our Articles) the BCBCA generally requires the voting threshold to be a special resolution
approved by 66 2/3% of shareholders, or as set out in the Articles, as amended, as applicable, whereas Delaware General Corporation Law
generally only requires a majority vote; and (ii) under the BCBCA holders of an aggregate of 5% or more of our Common Shares can requisition
a special meeting of shareholders, whereas such right does not exist under the Delaware General Corporation Law. We cannot predict whether
investors will find our company and our Common Shares less attractive because of these material differences or because we are governed
by the BCBCA. If some investors find our Common Shares less attractive as a result, there may be a less active trading market for our
Common Shares and our share price may be more volatile.

Provisions
in our Articles, as amended, Canadian law and certain restrictive covenants applicable to us could make an acquisition of us, which may
be beneficial to our shareholders, more difficult and may prevent attempts by our shareholders to replace or remove our current management
and/or limit the market price of our Common Shares.

Provisions
in our Articles, as amended, currently in effect, as well as certain provisions under the BCBCA and applicable Canadian laws may discourage,
delay or prevent a merger, acquisition or other change in control of us that shareholders may consider favorable, including transactions
in which they might otherwise receive a premium for their Common Shares. For instance, our Articles, as amended, contain provisions that
establish certain advance notice procedures for nomination of candidates for election as directors at shareholders’ meetings.

Because
we are a corporation incorporated under the laws of British Columbia, it may be difficult for investors in the United States to enforce
civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian
Investors to enforce civil liabilities against our directors and officers residing outside Canada.

We
are a corporation incorporated under the laws of British Columbia that maintains a principal executive office in the United States, and
a substantial portion of our assets are located outside the United States. Consequently, it may be difficult for U.S. investors to effect
service of process within the United States upon us, or to realize in the United States upon judgements of courts of the United States
predicated upon civil liabilities under the Securities Act. Investors should not assume that Canadian courts: (i) would enforce judgements
of U.S. courts obtained in actions against us predicated upon the civil liability provisions of the U.S. federal securities laws or the
securities or blue sky laws of any state within the United States or (ii) would enforce, in original actions, liabilities against us
predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.

Our
internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able
to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

Prior
to the Separation, we were a business segment of FG Group Holdings, and FG Group Holdings is subject to Section 404 of the Sarbanes-Oxley
Act. However, upon completion of this offering, we will not be required to comply with all SEC rules that implement Section 404 of the
Sarbanes-Oxley Act and therefore will not be required to make a formal assessment of the effectiveness of our internal controls over
financial reporting for that purpose. Section 404(a) of the Sarbanes-Oxley Act, or Section 404(a), requires that beginning with our second
annual report following our initial public offering, management assess and report annually on the effectiveness of our internal control
over financial reporting and identify any material weaknesses in our internal control over financial reporting. Although Section 404(b)
of the Sarbanes-Oxley Act, or Section 404(b), requires our independent registered public accounting firm to issue an annual report that
addresses the effectiveness of our internal control over financial reporting, we have opted to rely on the exemptions provided in the
JOBS Act, and consequently will not be required to comply with SEC rules that implement Section 404(b) until such time as we are no longer
an “emerging growth company.” We expect our first Section 404(a) assessment will take place for our annual report for the
fiscal year ending December 31, 2024, and we will not be required to comply with Section 404(b) rules until we cease to be an
“emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until December
31, 2027, although if our total annual gross revenues are $1.235 billion or more, we would cease to be an “emerging growth company”
as of December 31st of that year.

In
order to comply with these rules, we expect to incur additional expenses and devote increased management effort toward ensuring compliance.
To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire
additional staff and provide additional management oversight. We cannot predict or estimate the amount of additional costs we may incur
as a result of becoming a public company or the timing of such costs.

In
the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and
a loss of public confidence in our internal controls. When evaluating our internal controls over financial reporting, we may identify
material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with
the requirements of Section 404 of the Sarbanes-Oxley Act. In addition, if we fail to achieve and maintain the adequacy of our internal
controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude
on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley
Act. We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the
same on our operations. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner
or with adequate compliance, our independent registered public accounting firm may issue an adverse opinion due to ineffective internal
controls over financial reporting, and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. Our
remediation efforts may not enable us to avoid a material weakness in our internal control over financial reporting in the future. As
a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial
statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel.
Any such action could negatively affect our results of operations and cash flows. Any of the foregoing occurrences, should they come
to pass, could negatively impact the public perception of our company, which could have a negative impact on our share price.

The
obligations associated with being a public company will require significant resources and management attention.

Currently,
we are not directly subject to the reporting and other requirements of the Exchange Act. Following the closing of this offering of which
this prospectus forms a part, we will be directly subject to such reporting and other obligations under the Exchange Act and the rules
of the NYSE American. As an independent public company, we are required to, among other things:

These
reporting and other obligations will place significant demands on our management and our administrative and operational resources, including
accounting resources, and we expect to face increased legal, accounting, administrative and other costs and expenses relating to these
demands that we had not incurred as a segment of FG Group Holdings. Certain of these functions will be provided by FG Group
Holdings pursuant to the Management Services Agreement. See “Certain Relationships and Related Party Transactions—Relationship
with FG Group Holdings—Management Services Agreement.” Our investment in compliance with existing and evolving
regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention from
revenue-generating activities to compliance activities, which could have an adverse effect on our business, financial condition, results
of operations and cash flows.

We
are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth
companies will make our Common Shares less attractive to investors.

We
are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, and reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict if investors
will find our Common Shares less attractive if we rely on these exemptions. If some investors find our Common Shares less attractive
as a result, there may be a less active trading market for our Common Shares and our share price may be more volatile.

Risks
Related to the Offering

New
investors in our Common Shares will experience immediate and substantial book value dilution after this offering.

The
initial public offering price of our Common Shares will be substantially higher than the pro forma net tangible book value per share
of the outstanding Common Shares immediately after the offering. Based on an assumed initial public offering price of $5.00 per share
and our net tangible book value as of, December 31, 2022, if you purchase our Common Shares in this offering you will pay more
for your Common Shares than the amounts paid by our existing shareholders for their Common Shares and you will suffer immediate dilution
of $3.59 per share in pro forma net tangible book value.

As
a result of this dilution, investors purchasing Common Shares in this offering may receive significantly less than the full purchase
price that they paid for the Common Shares purchased in this offering in the event of a liquidation. See “Dilution.”

Canada
does not have a system of exchange controls, and control of the Company by “non-Canadians” may be subject to review and further
government action.

Canada
has no system of exchange controls. There are no Canadian governmental laws, decrees, or regulations relating to restrictions on the
repatriation of capital or earnings of the Company to non-resident investors. There are no laws in Canada or exchange control restrictions
affecting the remittance of dividends, profits, interest, royalties and other payments by the Company to non-resident holders of the
Common Shares, except as discussed below under “Certain Canadian Federal Income Tax Consequences to Holders of our Common Shares
that are Non-Resident in Canada”.

There
are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote
securities of the Company, except that the Investment Canada Act may require that a “non-Canadian” not acquire “control”
of the Company without prior review and approval by the Minister of Innovation, Science and Economic Development. The acquisition of
one-third or more of the voting shares of the Company would give rise a rebuttable presumption of the acquisition of control, and the
acquisition of more than fifty percent of the voting shares of the Company would be deemed to be an acquisition of control. In addition,
the Investment Canada Act provides the Canadian government with broad discretionary powers in relation to national security to
review and potentially prohibit, condition or require the divestiture of, any investment in the Company by a non-Canadian, including
non-control level investments. “Non-Canadian” generally means an individual who is neither a Canadian citizen nor a permanent
resident of Canada within the meaning of the Immigration and Refugee Protection Act (Canada) who has been ordinarily resident
in Canada for not more than one year after the time at which he or she first became eligible to apply for Canadian citizenship, or a
corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

We
do not know whether an active market for our Common Shares will be sustained or what the market price of our Common Shares will be and
as a result it may be difficult for investors to sell their Common Shares.

Prior
to our listing on the NYSE American, there was no trading market for our Common Shares. Additionally, an active trading market for our
Common Shares may not emerge and may not be sustainable. It may be difficult for investors to sell their Common Shares without depressing
the market price for the Common Shares or at all. As a result of these and other factors, investors may not be able to sell their Common
Shares at or above the offering price or at all. Further, an inactive market may also impair our ability to raise capital by selling
Common Shares and may impair our ability to enter into strategic partnerships or acquire companies or products by using our Common Shares
as consideration. If an active market for our Common Shares does not develop or is not sustained, it may be difficult to sell your Common
Shares.

We
do not intend to pay cash dividends.

We
do not intend to declare or pay any cash dividends in the near term and plan to retain all available funds to finance the growth of our
business. Any future determination to pay dividends will be at the discretion of our Board of Directors in accordance with applicable
law and will be dependent upon then-existing conditions, including our financial condition and results of operations, capital requirements,
contractual restrictions, business prospects and other factors that our Board of Directors considers relevant.

Our
Common Shares have been approved
for listing on NYSE American. We can provide no assurance that an active trading market will develop for our Common Shares
or that we will continue to meet NYSE American listing requirements.
If we fail to comply with the continuing listing standards of NYSE American, our securities could be delisted.

Our
Common Shares have been approved for listing
on NYSE American, subject to official notice of issuance. However, we can provide no assurance that an active trading market for our Common Shares will develop and continue. If we fail to satisfy the
continued listing requirements of NYSE American, such as the corporate governance requirements or the minimum closing bid price requirement,
NYSE American may take steps to delist our Common Shares. Such a delisting would likely have a negative effect on the price of our Common
Shares and would impair your ability to sell or purchase our Common Shares when you wish to do so. In the event of a delisting, we can
provide no assurance that any action taken by us to restore compliance with listing requirements would allow our Common Shares to become
listed again, stabilize the market price or improve the liquidity of our Common Shares, prevent our Common Shares from dropping below
the NYSE American minimum bid price requirement or prevent future noncompliance with NYSE American’s listing requirements.

Our
Board can, without shareholder approval, cause preferred shares to be issued on terms that adversely affect common shareholders or which
could be used to resist a potential take-over of us.

Under
our Notice of Articles, as amended, our Board is authorized to issue up to 150,000,000 preferred shares in one or more series, none of
which were issued and outstanding as of the date of this prospectus. Also, our Board, without shareholder approval, will have the authority
to determine the rights, preferences, privileges and restrictions, including voting rights, of those shares. If the Board causes preferred
shares to be issued, the rights of the holders of our Common Shares could be adversely affected. The Board’s ability to determine
the terms of preferred shares and to cause its issuance, while providing desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding
voting shares. Preferred shares issued by the Board could include voting rights which could shift the ability to control us to the holders
of the preferred shares. Preferred shares could also have conversion rights into Common Shares at a discount to the market price of the
Common Shares which could negatively affect the market for our Common Shares. In addition, preferred shares would have preference in
the event of liquidation of us, the payment of dividends and other rights superior to the Common Shares. We have no current plans to
issue any preferred shares.

The
Class B Shares contain terms that could adversely affect common shareholders or which could be used to resist a potential take-over
of us.

Under
our Notice of Articles, as amended, our Board is authorized to issue up to 100 Class B Shares, 100 of which will be issued and outstanding
as of the date of the Separation. The Class B Shares could have the effect of making it more difficult for a third party to acquire a
majority of our outstanding Common Shares. The Class B Shares include voting rights to elect fifty percent (50%) of our board (or a majority,
where our board is set at an odd number) which has the effect of limiting the common share voting rights with respect to election of
the Board.

The
market price of our Common Shares may fluctuate significantly, which could result in substantial losses by our investors.

The
market price of our Common Shares may fluctuate significantly in response to numerous factors, some of which are beyond our control,
such as:

These
factors and any corresponding price fluctuations may materially and adversely affect the market price of our Common Shares and result
in substantial losses by our investors.

Further,
the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations
in the past. Continued market fluctuations could result in extreme volatility in the price of our Common Shares, which could cause a
decline in the value of our Common Shares. Price volatility of our Common Shares might be worse if the trading volume of our Common Shares
is low. In the past, following periods of market volatility, shareholders have often instituted securities class action litigation. If
we were involved in securities litigation, it could have a substantial cost and divert resources and attention of management from our
business, even if we are successful. Future sales of our Common Shares could also reduce the market price of such shares.

Moreover,
the liquidity of our Common Shares is limited, not only in terms of the number of shares that can be bought and sold at a given price,
but by delays in the timing of transactions and reduction in security analysts’ and the media’s coverage of us, if any. These
factors may result in lower prices for our Common Shares than might otherwise be obtained and could also result in a larger spread between
the bid and ask prices for our Common Shares. In addition, without a large float, our Common Shares are less liquid than the stock of
companies with broader public ownership and, as a result, the trading prices of our Common Shares may be more volatile. In the absence
of an active public trading market, an investor may be unable to liquidate its investment in our Common Shares. Trading of a relatively
small volume of our Common Shares may have a greater impact on the trading price of our Common Shares than would be the case if our public
float were larger. We cannot predict the prices at which our Common Shares will trade in the future.

Raising
additional capital by issuing securities may cause dilution to existing shareholders and/or have other adverse effects on our operations.

We
may need to raise future capital to implement our business strategies. We may seek additional capital through a combination of public
and private equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements. To the extent that we
raise additional capital through the sale of equity, convertible debt securities or other equity-based derivative securities, your ownership
interest will be diluted and the terms may include liquidation or other preferences that adversely affect your rights as a shareholder.
Any additional indebtedness we incur would result in increased fixed payment obligations and could involve restrictive covenants, such
as limitations on our ability to incur additional debt, limitations on our ability to acquire or license intellectual property rights
and other operating restrictions that could adversely impact our ability to conduct our business. Furthermore, the issuance of additional
securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our Common Shares to decline
and existing shareholders may not agree with our financing plans or the terms of such financings. If we raise additional funds through
strategic partnerships and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our
technologies, or our products, or grant licenses on terms unfavorable to us. Adequate additional financing may not be available to us
on acceptable terms, or at all.

Our
management will have broad discretion over the use of the net proceeds from this offering and we may use the net proceeds in ways with
which you disagree or which do not produce beneficial results.

We
plan to use the proceeds of the offering for general corporate purposes, which may include working capital, capital expenditures, including
improvements to the Joliette Plant (which we expect to be leased to us post-Separation pursuant to the Joliette Plant Lease to be entered
into as part of the Separation between Strong Entertainment Subco and Strong/MDI), operational purposes and potential acquisitions in
complementary businesses. While we do not currently have any agreement with respect to an acquisition, we intend to evaluate potential
opportunities and could use proceeds of the offering to invest in one or more complementary businesses. The principal reasons for this
offering are to increase our working capital, create a public market for our Common Shares, improve our ability to access the capital
markets in the future, and to provide capital for general corporate purposes. The principal reasons for this offering are to increase
our working capital, create a public market for our Common Shares, improve our ability to access the capital markets in the future, and
to provide capital for general corporate purposes. (See Use of Proceeds). We have not allocated specific amounts of the net proceeds
from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in
applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net
proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our shareholders.
The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition,
and results of operation.

We
could be negatively affected by actions of activist shareholders.

Campaigns
by shareholders to effect changes at publicly traded companies are sometimes led by investors seeking to increase short-term shareholder
value through actions such as financial restructuring, increased debt, special dividends, share repurchases or sales of assets or the
entire company. If we are targeted by an activist shareholder in the future, the process could be costly and time-consuming, disrupt
our operations and divert the attention of management and our employees from executing our strategic plan. Additionally, perceived uncertainties
as to our future direction as a result of shareholder activism or changes to the composition of our Board may lead to the perception
of a change in the direction of our business, instability or lack of continuity, which may be exploited by our competitors, cause concern
to current or potential customers, who may choose to transact with our competitors instead of us, and make it more difficult to attract
and retain qualified personnel.

If
securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations
regarding our Common Shares, or if our results of operations do not meet their expectations, our share price and trading volume could
decline.

The
trading market for our Common Shares will be influenced by the research and reports that industry or securities analysts publish about
us and our business. We do not have any control over these analysts. If any of these analysts ceases coverage of us or fails to publish
reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume
to decline. Moreover, any of the analysts who cover us downgrades our stock, or if our results of operations do not meet their expectations,
our share price could decline.

We
may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences
to U.S. Holders.

In
general, we will be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income (looking through certain
25% or more-owned subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25%
or more-owned subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Passive income
generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of passive assets. If we
are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined
in the Section of this prospectus captioned “Material U.S. Federal Income Tax Consequences”) of our Common Shares, the U.S.
Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. The determination
of whether we are a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some
circumstances are unclear and subject to varying interpretation. Our actual PFIC status for any taxable year will not be determinable
until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current
taxable year or any subsequent taxable year. We urge U.S. Holders to consult their own tax advisors regarding the possible application
of the PFIC rules.

This
prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements
that are based on our management’s beliefs and assumptions and on information currently available to our management. We may, in
some cases, use words such as “project,” “believe,” “anticipate,” “plan,” “expect,”
“estimate,” “intend,” “should,” “would,” “could,” “potentially,”
“will” or “may,” or other words that convey uncertainty of future events or outcomes, to identify these forward-looking
statements. Forward-looking statements in this prospectus may include, but are not limited to, statements about:

There
are numerous important factors that could cause actual results to differ materially from the results anticipated by these forward-looking
statements. These important factors include those that we discuss in this prospectus under the caption “Risk Factors.” Given
these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. You should read
these factors and the other cautionary statements made in this prospectus as being applicable to all related forward-looking statements
wherever they appear in this prospectus. If one or more of these factors materialize, or if any underlying assumptions prove incorrect,
our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or
implied by these forward-looking statements. We expressly disclaim any obligation or intention to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.

We
estimate the net proceeds to us in this offering will be approximately $5.1 million, after deducting the underwriting discounts
and commissions and estimated offering expenses payable by us. This assumes an initial public offering price of $5.00 per share; and
assumes no exercise of the underwriters’ over-allotment option to purchase additional Common Shares.

We
plan to use the proceeds of the offering for general corporate purposes, which may include (i) working capital, (ii) capital expenditures,
including those related to a potential expansion of the Joliette Plant, which is estimated at approximately CAD$1.0 million to CAD$1.5
million (approximately US$0.8 million to US$1.2 million) and includes the estimated costs of CAD$0.3 million to CAD$0.5 million (approximately
US$0.2 million to US$0.4 million) related to bringing the Joliette Plant (which we expect to be leased to us post-Separation pursuant
to the Joliette Plant Lease) into compliance with certain codes and environmental permits, (iii) operational purposes, including working
capital to accelerate growth in our new content business and expand our cinema screen and services offerings and (iv) potential acquisitions
in complementary businesses. While we do not currently have any agreement with respect to an acquisition, we intend to evaluate potential
opportunities and could use proceeds of the offering to invest in one or more complementary businesses. The principal reasons for this
offering are to increase our working capital, create a public market for our Common Shares, improve our ability to access the capital
markets in the future, and to provide capital for general corporate purposes.

Due
to the uncertainties inherent in our business, we cannot estimate with certainty the exact amounts of the net proceeds from this offering
that may be used for any purpose. As a result, our management will have broad discretion in applying the net proceeds from this offering.

As
of the date of this prospectus, we have never declared or paid any cash dividends on our Common Shares or other securities and do not
anticipate declaring or paying any cash dividends in the foreseeable future. We currently intend to retain all available funds to finance
the growth of our business. Any future determination to pay dividends will be at the discretion of our Board of Directors in accordance
with applicable law and will be dependent upon then-existing conditions, including our financial condition and results of operations,
capital requirements, contractual restrictions, business prospects and other factors that our Board of Directors considers relevant.

The
table below describes our cash, cash equivalents and investments and capitalization as of December 31, 2022.

You
should read this table in conjunction with the information under the captions “Selected Financial Data” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included
elsewhere in this prospectus.

If
you invest in our Common Shares in this offering, you will experience dilution to the extent of the difference between the public offering
price per share and the net tangible book value per share of our Common Shares immediately after this offering. If you purchase our Common
Shares in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public
offering price in this offering per share of our Common Shares and the pro forma as adjusted net tangible book value per share of our
Common Shares upon closing of this offering. Net tangible book value represents the book value of our total tangible assets less the
book value of our total liabilities. Pro forma net tangible book value per share represents our net tangible book value divided by the
number of Common Shares issued and outstanding. Pro forma as adjusted net tangible book value per share represents our net tangible book
value divided by the number of Common Shares issued and outstanding after giving effect to the pro forma adjustment described above,
and the payment of estimated offering expenses by us in connection with the sale of Common Shares in this offering.

We
calculate net tangible book value per common share by dividing our net tangible assets by the number Common Shares issued and outstanding
as of December 31, 2022. Our net tangible book value as of December 31, 2022, was approximately $6.8 million. Our
pro forma net tangible book value as of December 31, 2022, was $6.0 million, or $0.99 per common share. After giving
effect to the pro forma adjustments described above, our pro forma as adjusted net tangible book value as of December 31, 2022,
would have been $10.7 million, or $1.41 per share. This represents an immediate and substantial dilution of $3.59
per share to new investors purchasing Common Shares in this offering. The following table illustrates this dilution per share:

A
$1.00 increase (or decrease) in the assumed initial offering price of $5.00 per share would increase (or decrease) the as adjusted net
tangible book value per common share after giving effect to this offering by approximately $0.18, and dilution per common share
to new investors by approximately $0.82, assuming that the number of Common Shares offered by us, as set forth on the cover page
of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable
by us.

In
addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have
sufficient funds for our current or future operating plans. To the extent that we raise additional capital by issuing equity securities
or convertible debt, your ownership will be further diluted.

Strong
Global Entertainment was incorporated as a company under the BCBCA on November 9, 2021. All of the outstanding Common Shares of Strong
Global Entertainment are currently held by Strong/MDI, a wholly-owned subsidiary of FG Group Holdings. Prior to completion of
this offering, FG Group Holdings will also own all of the outstanding capital stock of STS, who in turn owns all of the outstanding
capital stock of Strong Studios. On November 9, 2021, Strong Entertainment Subco was incorporated as a company under the BCBCA. All of
the outstanding Common Shares of Strong Entertainment Subco are currently held by Strong/MDI.

Prior
to the completion of this offering, we, Strong Entertainment Subco and/or STS, will enter into the Master Asset Purchase Agreement, the
IP Assignment Agreement (as defined below), the FG Group Holdings Asset Transfer Agreement, the FG Group Holdings IP Assignment
Agreement, the Joliette Plant Lease, the Share Transfer Agreements and a number of other agreements with FG Group Holdings and
or Strong/MDI for the purpose of accomplishing the Separation and setting forth various matters governing our relationship with FG
Group Holdings after the completion of this offering. Pursuant to the Management Services Agreement, we and FG Group Holdings
will provide certain services to each other, which could include information technology, legal, finance and accounting, human resources,
tax, treasury, and other services, and will charge us a fee that is based on its actual costs and expenses for those services in the
future (with mark-up, if necessary, to comply with applicable transfer pricing principles under Canadian and U.S. tax regulations). These
agreements will take effect upon the closing of this offering. We will enter into these agreements with FG Group Holdings and/or
Strong/MDI while we are still an indirect wholly-owned subsidiary of FG Group Holdings and certain terms of these agreements are
not necessarily the same as could have been obtained from a third party.