--- schema_version: "secwatch.filing_event.v1" accession: "0001477932-23-006571" form_type: "8-K" ticker: null cik: "0001906133" company_name: "iCoreConnect Inc." filed_at: "2023-08-31T23:59:59+00:00" generated_at: "2026-06-11T01:32:32.966902+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # FG Merger Corp. completes $98M business combination with iCoreConnect, now trading as ICCT ## Summary - Pre-transaction equity value of $98M for Old iCore stockholders; combined company renamed iCoreConnect Inc. - Approximately 6.46M FGMC shares redeemed at ~$10.69 per share, totaling ~$69.1M in trust withdrawals. - Post-combination: 8.1M shares common stock, 3.78M shares Series A preferred (12% dividend), and 10.12M warrants. - Common stock to trade on NASDAQ under ICCT beginning August 28, 2023; preferred and warrants not listed. - 180-day lock-up agreements for initial stockholders and former Old iCore equity holders. ## SEC filing metadata - accession: 0001477932-23-006571 - form_type: 8-K - cik: 0001906133 - company_name: iCoreConnect Inc. - filed_at: 2023-08-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 5.06, 3.03, 9.01, 5.01, 5.02, 5.03, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/0001477932-23-006571-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/icct_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001477932-23-006571 - JSON: https://secwatch.observer/filing/0001477932-23-006571.json - Plain text: https://secwatch.observer/filing/0001477932-23-006571.txt ## Key facts - Executive change Archit Shah was appointed as Chief Financial Officer at iCoreConnect Inc.. - Action: appointed - Role: Chief Financial Officer source text: We entered into an employment agreement, effective September 1, 2023, with Archit Shah, pursuant to which he agreed to serve as our Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/0001477932-23-006571-index.htm - Executive change M. Wesley Schrader resigned as Director at iCoreConnect Inc.. - Action: resigned - Role: Director source text: each of Larry G. Swets, Jr., M. Wesley Schrader, Hassan R. Baqar, Jeff Sutton and Ryan Turner resigned from their positions as Directors of FGMC. evidence_url: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/0001477932-23-006571-index.htm - Executive change Robert McDermott was appointed as Chief Executive Officer at iCoreConnect Inc.. - Action: appointed - Role: Chief Executive Officer source text: We entered into an employment agreement, effective September 1, 2023, with Robert McDermott, pursuant to which he agreed to serve as our Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/0001477932-23-006571-index.htm - Executive change Mark Penway resigned as Chief Financial Officer at iCoreConnect Inc.. - Action: resigned - Role: Chief Financial Officer source text: Mark Penway resigned from his position as Chief Financial Officer of FGMC evidence_url: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/0001477932-23-006571-index.htm - Executive change Larry G. Swets, Jr. resigned as Chairman at iCoreConnect Inc.. - Action: resigned - Role: Chairman source text: Larry G. Swets, Jr. resigned from his position as Chairman of FGMC evidence_url: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/0001477932-23-006571-index.htm - Executive change M. Wesley Schrader resigned as Chief Executive Officer at iCoreConnect Inc.. - Action: resigned - Role: Chief Executive Officer source text: M. Wesley Schrader resigned from his position as Chief Executive Officer of FGMC evidence_url: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/0001477932-23-006571-index.htm - Executive change Jeff Sutton resigned as Director at iCoreConnect Inc.. - Action: resigned - Role: Director source text: each of Larry G. Swets, Jr., M. Wesley Schrader, Hassan R. Baqar, Jeff Sutton and Ryan Turner resigned from their positions as Directors of FGMC. evidence_url: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/0001477932-23-006571-index.htm - Executive change Hassan R. Baqar resigned as Director at iCoreConnect Inc.. - Action: resigned - Role: Director source text: each of Larry G. Swets, Jr., M. Wesley Schrader, Hassan R. Baqar, Jeff Sutton and Ryan Turner resigned from their positions as Directors of FGMC. evidence_url: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/0001477932-23-006571-index.htm - Executive change Larry G. Swets, Jr. resigned as Director at iCoreConnect Inc.. - Action: resigned - Role: Director source text: each of Larry G. Swets, Jr., M. Wesley Schrader, Hassan R. Baqar, Jeff Sutton and Ryan Turner resigned from their positions as Directors of FGMC. evidence_url: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/0001477932-23-006571-index.htm - Executive change Ryan Turner resigned as Director at iCoreConnect Inc.. - Action: resigned - Role: Director source text: each of Larry G. Swets, Jr., M. Wesley Schrader, Hassan R. Baqar, Jeff Sutton and Ryan Turner resigned from their positions as Directors of FGMC. evidence_url: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/0001477932-23-006571-index.htm - M&A Transactions iCoreConnect Inc. underwent a change of control involving Old iCore (iCoreConnect Inc.) for pre-transaction equity value of $98,000,000 (closed 2023-08-25). - Action: change of control - Counterparty: Old iCore (iCoreConnect Inc.) - Consideration: pre-transaction equity value of $98,000,000 - Closing: 2023-08-25 source text: herein by reference. Business Combination Consideration The aggregate consideration received by the Old iCore stockholders was based on a pre-transaction equity value of $98,000,000 (subject to usual and customary working capital adjustments and any adjustments to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, evidence_url: https://www.sec.gov/Archives/edgar/data/1906133/000147793223006571/0001477932-23-006571-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.