ICoreConnect Inc. entered into a Letter of Intent to acquire FG Merger Corp. from FG Merger Investors LLC and others for $98 million in a reverse merger transaction.
The transaction is subject to approval by FGMC's stockholders and iCoreConnect's stockholders, the expiration or termination of the applicable waiting period under the HSR Act, FGMC's Form S-4 registration statement becoming effective, FGMC having at least $5,000,001 of net tangible assets, the shares of FGMC Common Stock issuable in connection with the Business Combination being listed on the Nasdaq Stock Market, Lock-Up Agreement, receipt of certain governmental approvals as well as other customary closing conditions. The transaction has been unanimously approved by FGMC's board of directors and the members of iCoreConnect's board. On May 19, 2023, iCoreConnect, Inc. determined to cancel the special meeting of stockholders, scheduled for May 19, 2023. The transaction is expected to close in the second quarter of 2023. On May 24, 2023, FGMC notified the trustee of the Company's trust account of its intention to extend the time available to the Company to consummate its initial business combination from June 1, 2023 to September 1, 2023. The extension provides FGMC with additional time to complete its proposed business combination with iCoreConnect Inc. The transaction is expected to deliver up to $82.5 million of gross proceeds to the combined company from the FGMC trust account from its initial public offering in February 2022, assuming no redemptions.
Ralph V. De Martino of ArentFox Schiff LLP acted as the legal advisor to iCoreConnect. Mitchell Nussbaum of Loeb & Loeb LLP acted as the legal advisor to FGMC and FG Merger Investors LLC. ThinkEquity, LLC acted as the financial advisor to FGMC. Garrett Wilson of Intrinsic, LLC acted as fairness opinion provider and financial advisor to FG Merger. Sara Hendrix of BDO acted as due diligence provider to FG Merger. HUB International acted as due diligence provider to FG Merger. Advantage Proxy acted as information agent for FGMC and iCoreConnect. Continental Stock Transfer & Trust Company acted as transfer agent for FGMC and iCoreConnect. iCoreConnect will pay Advantage Proxy a fee of $7,500, plus disbursements. FGMC has agreed to pay Advantage Proxy a fee of $10,000, plus disbursements.