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:
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. |
FG Merger (NASDAQ:FGMCU)
過去 株価チャート
から 5 2024 まで 6 2024
FG Merger (NASDAQ:FGMCU)
過去 株価チャート
から 6 2023 まで 6 2024