FG Nexus Inc.

To the Stockholders and Board of Directors

FG Nexus Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of FG Nexus Inc. (the “Company”) as of December 31, 2025, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the 2025 consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

We also have audited the adjustments to retrospectively apply the one-for-five reverse stock split effected on February 13, 2026, and to retrospectively reflect the discontinued operations to the 2024 consolidated financial statements as described in Note 1 and Note 7, respectively. In our opinion, such adjustments and related disclosures are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2024 consolidated financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2024 consolidated financial statements taken as a whole.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of Audit Evidence Pertaining to the Existence and Control of Digital Assets

As described in Note 4 to the consolidated financial statements, the Company records digital assets at cost and subsequently measures at fair value, with changes in fair value recognized in change in fair value of digital assets. As of December 31, 2025, the fair value of the Company’s digital assets was $119.4 million. The Company’s digital asset holdings are custodied by two third-party institutional custodians under multi-signature arrangements.

We identified the evaluation of audit evidence pertaining to the existence of the digital assets and whether the Company controls the digital assets as a critical audit matter. Auditing digital assets involved especially challenging auditor judgment due to the nature of blockchain-based assets, the reliance on cryptographic private keys for control, and the need to obtain sufficient audit evidence over assets custodied through third-party institutional custodians. Control over the digital assets is provided through private keys stored using third-party custodial services located in multiple geographically dispersed locations. In addition, information technology (“IT”) professionals with specialized skills and knowledge in blockchain technology were needed to assist in evaluating certain aspects of the audit procedures performed.

Addressing the critical audit matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our procedures included, among others, evaluated the design and implementation of certain internal controls over the digital assets process, including a control over the comparison of the Company’s records of digital assets held to the custodial records. We involved IT professionals with specialized skills and knowledge in blockchain technology to assist in evaluating certain aspects of the digital asset custody process. We obtained confirmations from the Company’s custodians of the digital assets held in custody as of December 31, 2025 and compared the amounts confirmed to the Company’s records. We also performed procedures to verify ownership and movement of digital assets by tracing selected transactions recorded by the Company to the public blockchain ledger.

Evaluation of Distribution of Assets to CVR Trust

As described in Note 6 to the consolidated financial statements, the Company distributed a significant portion of its legacy assets to a contingent value rights trust (the “CVR Trust”). The transfer was completed as part of a strategic transaction to distribute certain legacy assets to stockholders through contingent value rights. The Company recorded the transaction as a distribution to stockholders, reflected as a reduction to additional paid-in capital (“APIC”) and a corresponding reduction to the net assets transferred, totaling approximately $48.2 million.

We identified the evaluation of audit evidence related to the accounting for the transfer of assets to the CVR Trust, the completeness and accuracy of the assets transferred, and the appropriate presentation of the transaction as a distribution to stockholders as a critical audit matter. Auditing the accounting for this transaction involved especially challenging auditor judgment due to the complexity of the transaction structure, the need to evaluate the legal and economic substance of the transfer to the trust, and the significance of the assets transferred to the consolidated financial statements. Significant audit effort was required to assess whether the accounting treatment as an equity distribution was appropriate and whether the assets transferred were complete and accurately measured at their carrying values at the date of transfer.

Addressing this critical audit matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our procedures included, among others, evaluated the design and implementation of controls over management’s process for identifying and accounting for the transfer of the net assets and the classification of the transaction as an equity distribution. We inspected the transaction agreements, including the CVR Trust agreement and related legal documentation, to obtain an understanding of the structure and terms of the transaction and to evaluate whether the accounting treatment as a distribution to stockholders recorded in APIC was appropriate. We reviewed Board of Directors’ meeting minutes and approvals supporting the authorization of the transfer of the net assets to the CVR Trust.

We also tested the completeness and accuracy of the assets and liabilities transferred by agreeing the balances included in the disposal group to the Company’s underlying accounting records and supporting documentation. In addition, we tested the carrying value of significant assets and liabilities transferred, including reconciling the amounts recorded in the distribution entry to the Company’s general ledger and subsidiary records. Finally, we assessed the adequacy of the related consolidated financial statement disclosures, including the presentation and the description of the CVR Trust transaction in the notes to the consolidated financial statements.

/s/BPM LLP

We have served as the Company’s auditor since 2025.

Santa Rosa, California

March 26, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Fundamental Global Inc.

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the one-for-five reverse stock split effected on February 13, 2026, and to retrospectively reflect the discontinued operations to the 2024 consolidated financial statements as described in Note 1 and Note 7, respectively, the accompanying consolidated balance sheet of Fundamental Global Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the “consolidated financial statements”) (the December 31, 2024 consolidated financial statements before the effects of the retrospective adjustments described above are not presented herein). In our opinion, the consolidated financial statements, before the effects of the adjustments described above, present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the one-for-five reverse stock split effected on February 13, 2026, and to retrospectively reflect the discontinued operations to the 2024 consolidated financial statements as described in Note 1 and Note 7, respectively, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments, presentation, and disclosures are appropriate and have been properly applied. Those retrospective adjustments, presentation, and disclosures were audited by the successor auditor.

Emphasis-of-Matters

As summarized in Note 5 to the consolidated financial statements, FG Financial Group, Inc. (“FGF”) completed a merger transaction with FG Group Holdings, Inc. (“FGH”) on February 29, 2024, pursuant to which FGH common stockholders received one share of FGF’s common stock for each share of common stock of FGH held by such stockholder. The merger was accounted for as a reverse acquisition in accordance with ASC 805 Business Combinations (“ASC 805”). As a result, FGF was identified as the acquiree for accounting purposes and FGH was identified as the acquirer for accounting purposes. FGH’s assets, liabilities and results of operations are included in the consolidated financial statements at their historical carrying values since incorporation. FGF’s assets, liabilities and results of operations have been included from February 29, 2024. Upon completion of the merger, the combined company was renamed Fundamental Global Inc.

As summarized in Note 1 to the consolidated financial statements, the Company and Strong Global Entertainment, Inc. (“SGE”) entered into a definitive arrangement agreement to combine the companies in an all-stock transaction. Upon completion of the arrangement, the stockholders of SGE received 1.5 common shares of the Company for each share of SGE. The transaction closed on September 30, 2024. The financial results of SGE are presented on a consolidated basis in the Company’s consolidated financial statements.

As summarized in Note 7 to the consolidated financial statements, the Company sold one of its indirect wholly-owned subsidiaries, Strong/MDI Screen Systems, Inc. (“Strong/MDI”) and completed the transaction on September 25, 2024. Management evaluated and determined that all of the criteria to report the transaction as a discontinued operation were met. As a result, the financial results for Strong/MDI have been presented as discontinued operations for all periods presented in the consolidated financial statements.

As summarized in Note 7 to the consolidated financial statements, the board of directors of the Company approved the Company’s plan to sell its reinsurance business on December 31, 2024 and authorized management to proceed with such plan. Management evaluated and determined that all of the criteria to report the transaction as a discontinued operation were met. As a result, the financial results for the reinsurance business have been presented as discontinued operations for all periods presented in the consolidated financial statements.

As summarized in Note 1 to the consolidated financial statements, the Company effected a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock at a ratio of one (1)-for-twenty-five (25) on October 31, 2024. All share information presented in the consolidated financial statements have been appropriately retrospectively adjusted to reflect the effects of the reverse stock split.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

HASKELL & WHITE LLP

We have served as the Company’s auditor since 2019. In 2025, we became the predecessor auditor.

Irvine, California

March 31, 2025