iCoreConnect to uplist through FG Merger Corp. combination

iCoreConnect and FG Merger Corp. (FGMC) announced they have entered into a business combination agreement for a business combination that would result in iCoreConnect uplisting from the over the counter, or OTC, market to the Nasdaq, and expecting to trade under the ticker (ICCT). The transaction is expected to deliver up to $82.5M of gross proceeds to the combined company from the FGMC trust account from its initial public offering in February 2022, assuming no redemptions. All references to available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public stockholders of FGMC and payment of transaction expenses. Existing FGMC shareholders who choose not to exercise their redemption rights in connection with the business combination will have 100% of their equity converted into preferred stock of the combined company. The preferred stock will have a 12% coupon payable in cash or paid-in-kind for the first 24 months after the close of the transaction and cash thereafter. The initial conversion price from common stock to preferred stock will be at a conversion price of $10.00 per share. A reset to the holder of $10.00 or 20% above the simple average volume weighted average price will occur 12 months after the closing of the transaction. The reset price can be no greater than $10.00 per share, and no less than $2.00 per share. iCoreConnect common stockholders will receive common stock in the combined company. The transaction has no minimum cash condition, however if the closing cash is less than $20,000,000 then the Sponsor will forfeit any and all dividends accrued on any shares of preferred stock owned by the Sponsor. The transaction, which has been unanimously approved by FGMC’s board of directors and the members of iCoreConnect’s board, is expected to close in the second quarter of 2023, and is subject to approval by FGMC’s stockholders and iCoreConnect’s stockholders as well as other customary closing conditions.