FGMCU FG Merger Corporation

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

August 22, 2023

 

Date of Report (Date of earliest event reported)

 

FG Merger Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-41309		86-2462502
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

104 S. Walnut Street, Unit 1A Itasca, Illinois		60143
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (303) 396 8751

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x	Written communications pursuant to Rule 425 under the Securities Act

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		FGMC		THE NASDAQ STOCK MARKET LLC
Warrants		FGMCW		THE NASDAQ STOCK MARKET LLC
Units		FGMCU		THE NASDAQ STOCK MARKET LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

Item 8.01 Other Events

 

On August 22, 2023, FG Merger Corp., a Delaware Company and a special purpose acquisition company (“FGMC”), issued updated unaudited pro forma condensed combined financial statements in connection with its proposed business combination with iCoreConnect Inc., a Nevada corporation.

 

FGMC has filed a listing application with Nasdaq to list the common stock of the combined company on Nasdaq under the symbol “ICCT” and has determined not to pursue a Nasdaq listing of the preferred stock or warrants of the combined company.

 

A copy of the unaudited pro forma condensed combined financial statements are attached hereto as Exhibit 99.1

 

About FG Merger Corp.

 

FG Merger Corp. is a Nasdaq-listed blank check company, whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one of more businesses.

 

About iCoreConnect

 

iCoreConnect, Inc. is a leading, cloud-based software and technology company focused on increasing workflow productivity and practice profitability through its enterprise and healthcare workflow platform of applications and services. iCoreConnect is most notably known for its innovation in solving healthcare business problems. The company’s philosophy places a high value on customer feedback, allowing iCoreConnect to respond to the market’s needs. iCoreConnect touts a platform of 16 SaaS enterprise solutions and more than 100 agreements with state or regional healthcare associations across the country.

 

Additional Information and Where to Find It

 

In connection with the proposed business combination, FGMC and iCoreConnect have filed a joint proxy statement/prospectus with the SEC which has been declared effective, and each of FGMC and iCoreConnect have mailed a the joint proxy statement/prospectus relating to the proposed business combination to their respective stockholders.

 

FGMC’s and iCoreConnect’s stockholders and other interested persons are advised to read the proxy statement/prospectus and any amendments thereto, and other documents filed in connection with the proposed business combination, as these materials contain important information about iCoreConnect, FGMC and the proposed business combination. Such stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov. The documents filed by FGMC with the SEC also may be obtained free of charge upon written request to FG Merger Corp, 104 S. Walnut Street, Unit 1A, Itasca, IL 60143. The documents filed by iCoreConnect with the SEC also may be obtained free of charge upon written request to iCoreConnect Inc., 529 E Crown Point Road, Suite 250 Ocoee, FL 34761.

 

 

Participants in the Solicitation

 

FGMC and its directors and executive officers may be deemed to be participants in the solicitation of proxies from FGMC’s stockholders in connection with the proposed business combination. A list of the names of the directors and executive officers of FGMC and information regarding their interests in the business combination are contained in the proxy statement/prospectus for the proposed business combination. Information about FGMC’s directors and executive officers and their ownership in FGMC is set forth in the final FGMC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and filed with the SEC on February 2, 2023, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available. You may obtain free copies of these documents as described in the second paragraph under the above section titled “Additional Information and Where to Find It.”

 

iCoreConnect and its directors and executive officers are participants in the solicitation of proxies from iCoreConnect’s stockholders in connection with the proposed business combination. A list of the names of the directors and executive officers of iCoreConnect and information regarding their interests in the business combination are contained in the proxy statement/prospectus for the proposed business combination. Information about iCoreConnect’s directors and executive officers and their ownership in iCoreConnect is set forth in iCoreConnect’s Annual Report on Form 10-K for the year ended December 31, 2022 and filed with the SEC on March 23, 2023, as amended by Annual Report on Form 10-K/A, filed with the SEC on June 16, 2023, and as may be modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available. You may obtain free copies of these documents as described in the second paragraph under the above section titled “Additional Information and Where to Find It.”

 

Before making any voting decision, investors and security holders of FGMC and iCoreConnect are urged to read the registration statement, the proxy statement / prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed business combination as they become available because they will contain important information about the proposed business combination.

 

 

No Offer or Solicitation

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

 

Forward Looking Statements

 

Certain statements included in this communication are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this communication and on the current expectations of FGMC’s and iCoreConnect’s respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of FGMC and iCoreConnect. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.

 

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that FGMC and iCoreConnect do not presently know, or that FGMC and iCoreConnect currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect FGMC’s and iCoreConnect’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of FGMC and iCoreConnect described in the joint preliminary proxy statement and a preliminary prospectus contained in the Form S-4 registration statement that FGMC and iCoreConnect filed with the SEC, including those under “Risk Factors” therein. FGMC and iCoreConnect anticipate that subsequent events and developments will cause their assessments to change. However, while FGMC and iCoreConnect may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing FGMC’s or iCoreConnect’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit	Description
99.1	Unaudited pro forma condensed combined financial statements
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 22, 2023

 

	FG MERGER CORP.
By:	/s/ M. Wesley Schrader
Name:	M. Wesley Schrader
Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

FG Merger Corp.

Unaudited Pro Forma Condensed Combined Balance Sheet

 

(in thousands)

 

		30-Jun-23								31-Jul-23
		(unaudited)								(unaudited)																(unaudited)
		FGMC				iCore				FGMC				iCore				Transaction Accounting								Pro Forma Condensed
		(Historical)				(Historical)				(Historical)				(Historical)				Adjustments								Combined
ASSETS
CURRRENT ASSETS:
Cash and cash equivalents		$	6.0			$	69			$	5			$	136				4,154				A,H				141
																			11,278				B,H
																			(11,278	)			B
																			(4,154	)			D
																			-
Accounts receivable			-				366				-				364				-								364
Prepaid expenses and other assets			128				685				112				671				-								783
Total current assets			134				1,120				117				1,171				(0	)							1,288
Marketable securities held in trust account			85,748				-				86,087				-				(86,087	)			C				-
prepaid forward contract derivative											-				-				11,278				B				7,439
											-				-				(3,839	)			K
LONG TERM ASSETS:
Property and equipment - net			-				200				-				199				-								199
Right of use lease asset - operating			-				853				-				838				-								838
Software development costs, net			-				722				-				760				-								760
Acquired technology, net			-				38				-				31				-								31
Customer relationships, net							1,990				-				1,931				-								1,931
Goodwill							1,484				-				1,485				-								1,485
Total long term assets			-				5,287				-				5,243				-								5,243
Total Assets			85,822				6,407				86,204				6,414				(78,648	)							13,970

 

																										Pro Forma
																										Condensed
		FGMC				iCore				FGMC				iCore				Closing								Combined at
		(Historical)				(Historical)				(Historical)				(Historical)				Adjustments								Closing
LIABILITIES
CURRENT LIABILITIES:
Accounts payable			1,198				2,746				1,198				2,918				(1,198	)			D				2,918
Operating lease liability, current portion			-				136				-				877				-								877
Notes payable, current portion			845				5,664				845				7,299				(5,075	)			G				2,225
											-				-				(845	)			F
Deferred revenue			-				88				-				74				-								74
Tax liabilities			211				-				-				-				-								-
Total current liabilities			2,254				8,634				2,043				11,169				(7,118	)							6,095
LONG-TERM LIABILITIES:
Long-term debt, net of current maturities			-				1,245				-				-				-								-
Operating lease liability, net of current portion			-				755				-				-				-								-
			-				-				-				-
Total long term liabilities			-				2,000				-				-				-				-				-
Total liabilities			2,254				10,634				2,043				11,169				(7,118	)							6,095
Common stock subject to possible redemption,8,050,000 shares at redemption value			85,748				-				86,087				-				(86,087	)			H				-
EQUITY
Preferred Stock			-				-												0.21				I				1
																			0.08				I
																			0.28				I
																			0.14				I
Common Stock			0.21				196				0.21				197				0.28				E				163
																			0.14				H
																			(196.53	)			J
																			(0.21	)			I
																			0.08				F
																			(0.08	)			I
																			(0.28	)			I
																			(0.14	)			I
																			161.90				G
Additional paid-in capital			-				88,849				-				89,094				(2,956	)			D				105,597
																			15,432				H
																			197				J
																			(1,926	)			L
																			845				F
																			4,913				G
																			-
Accumulated other comprehensive income (loss)			(2,120	)			(93,272	)			(1,926	)			(94,046	)			1,926				L				(97,885	)
																			(3,839	)			K
Total stockholders’ equity			(2,120	)			(4,227	)			(1,926	)			(4,755	)			14,557								7,875
Total liabilities and Stockholders' Equity			85,882				6,407				86,204				6,414				(78,648 )								13,970

 

 

FG Merger Corp.

Unaudited Pro Forma Condensed Combined Statement of Operations

 

(in thousands, except share and per share data)

 

		Six Months Ended June 30, 2023				Six Months Ended June 30, 2023				Seven Months Ended July 31, 2023				Seven Months Ended July 31, 2023
		(unaudited)								(unaudited)																(unaudited)
		FGMC (Historical)				iCore (Historical)				FGMC (Historical)				iCore (Historical)				Transaction Accounting Adjustments								Pro Forma Condensed Combined
Revenue		$	-			$	3,697			$	-			$	4,302			$	-							$	4,302
Cost of Sales			-				975				-				1,150				-								1,150
Gross Profit			-				2,722				-				3,152				-								3,152
																			-								-
OPERATING EXPENSES:																											-
Selling,general and administrative			1,617				5,600				1,635				6,492				(1,635	)			M				6,492
Depreciation and amortization			-				581				-				676				-								676
Total operating expenses			1,617				6,181				1,635				7,168				(1,635	)							7,168
Loss from operations			(1,617	)			(3,459	)			(1,635	)			(4,016	)			1,635								(4,016	)
																											-
OTHER INCOME (EXPENSE):																			-								-
Interest expense			-				(529	)			-				(623	)			-								(623	)
Finance charges			-				(422	)			-				(546	)			-								(546	)
Other income (expense)			1,890				14				2,440				14				(2,440	)			N				14
FV change of the FPA											-				-				(3,839	)			K				(3,839	)
Total other income (expense), net			1,890				(937	)			2,440				(1,155	)			(6,279	)							(4,994	)
TAXES:			400				-				400				-				-								400
Income tax expense (benefit)
Total tax expense			400				-				400				-				-								400
																											-
NET LOSS			(127	)			(4,396	)			406				(5,171	)			(4,645	)							(9,410	)

 

 

 

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

 

A

Represents approximately $4.15 million retained in trust from non-redemptions.

 

B

Represents $11.2 million worth of public shares purchased under the Forward Purchase Agreement.

 

C

Represents reclassification of cash and investments held in the Trust Account that becomes available upon closing of the Business Combination.

 

D

Represents transaction costs for FGMC and iCoreConnect expected to be paid in cash upon closing of the Business Combination.

 

E

Represents transaction costs for FGMC and iCoreConnect to be paid in equity upon closing of the Business Combination.

 

F

Represents convertible debt of $845k expected to convert into equity upon closing of the Business Combination.

 

G

Represents amount of iCoreConnect debt that is expected to be converted into equity by debt holders upon closing of the Business Combination.

 

H

Represents reclassification of FGMC’s Common Stock subject to possible redemptions to permanent equity. This includes impact of non-redemptions for shares.

 

I

Represents conversion of FGMC non-redeemed common stock into shares of newly issued FGMC Preferred Stock.

 

J

Represents conversion of iCoreConnect Common Stock, including the vested warrants and options that have been converted to iCoreConnect Common Stock prior to the closing, into shares of Combined Company Common Stock at the Exchange Ratio.

 

K

Represents change in fair value of the public shares purchased under the Forward Purchase Agreement.

 

L

Reflects elimination of FGMC historical retained earnings at reverse acquisition.

 

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

 

M

Represents pro forma transaction accounting adjustment to eliminate historical expenses incurred by FGMC, which will not be recurring after the completion of the Business Combination.

 

N

Represents pro forma transaction accounting adjustment to eliminate interest income earned on FGMC’s Trust Account, which will not be recurring after the completion of the Business Combination.

 

 

 

v3.23.2

Cover	Aug. 22, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 22, 2023
Entity File Number	001-41309
Entity Registrant Name	FG Merger Corp.
Entity Central Index Key	0001906133
Entity Tax Identification Number	86-2462502
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	104 S. Walnut Street, Unit 1A
Entity Address, City or Town	Itasca
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60143
City Area Code	303
Local Phone Number	396 8751
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	FGMC
Security Exchange Name	NASDAQ
Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	FGMCW
Security Exchange Name	NASDAQ
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units
Trading Symbol	FGMCU
Security Exchange Name	NASDAQ

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