SEC Comment Letter 0000000000-23-003533 to iCoreConnect Inc. (ICCT) (CIK 0001906133)
iCoreConnect Inc. (ICCT) (CIK 0001906133)
Date: April 10, 2023 · CIK: 0001906133 · Accession: 0000000000-23-003533
AI Filing Summary & Sentiment
File numbers found in text: 333-269515
Letter
United States securities and exchange commission logo April 10, 2023 M. Wesley Schrader Chief Executive Officer FG Merger Corp. 104 S. Walnut Street, Unit 1A Itasca, Illinois 60143 Re:FG Merger Corp. Amendment No.1 to Registration Statement on Form S-4 Filed March 27, 2023 File No. 333-269515 Dear M. Wesley Schrader: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 1, 2023 letter. Amendment No. 1 to Registration Statement on Form S-4 The Unaudited Pro Forma Condensed Combined Financial Accounting for the Proposed Transaction, page 155 1.Please clarify your statement that the business combination will be accounted for as a common control reverse acquisition. In this regard, please clarify whether FGMC and iCoreConnect are under common control.
FirstName LastNameM. Wesley Schrader Comapany NameFG Merger Corp. April 10, 2023 Page 2 FirstName LastName M. Wesley Schrader FG Merger Corp. April 10, 2023 Page 2 Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 161 2.We note your disclosure that the pro forma adjustments are "(1) directly attributable to the Business Combination, (2) factually supportable and (3) with respect to the statement of operations, expected to have a continuing impact on the results of the post-combination company." Please revise your disclosures to be consistent with the most recent rules outlined in Article 11-02 of Regulation S-X. Also, please confirm that your adjustments are consistent with the current rules. Item 21. Exhibits and Financial Statement Schedules. 23.1, page II-4 3.Please include an updated consent from your Independent Registered Public Accounting Firm (Plante & Moran, PLLC) referencing the most recent amendment number. You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Kyle Wiley, Staff Attorney, at (202) 344-5791 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Giovanni Caruso
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United States securities and exchange commission logo
April 10, 2023
M. Wesley Schrader
Chief Executive Officer
FG Merger Corp.
104 S. Walnut Street, Unit 1A
Itasca, Illinois 60143
Re:FG Merger Corp.
Amendment No.1 to Registration Statement on Form S-4
Filed March 27, 2023
File No. 333-269515
Dear M. Wesley Schrader:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our March 1, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
The Unaudited Pro Forma Condensed Combined Financial
Accounting for the Proposed Transaction, page 155
1.Please clarify your statement that the business combination will be accounted for as a
common control reverse acquisition. In this regard, please clarify whether FGMC
and iCoreConnect are under common control.
FirstName LastNameM. Wesley Schrader
Comapany NameFG Merger Corp.
April 10, 2023 Page 2
FirstName LastName
M. Wesley Schrader
FG Merger Corp.
April 10, 2023
Page 2
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 161
2.We note your disclosure that the pro forma adjustments are "(1) directly attributable to the
Business Combination, (2) factually supportable and (3) with respect to the statement of
operations, expected to have a continuing impact on the results of the post-combination
company." Please revise your disclosures to be consistent with the most recent rules
outlined in Article 11-02 of Regulation S-X. Also, please confirm that your adjustments
are consistent with the current rules.
Item 21. Exhibits and Financial Statement Schedules.
23.1, page II-4
3.Please include an updated consent from your Independent Registered Public Accounting
Firm (Plante & Moran, PLLC) referencing the most recent amendment number.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Giovanni Caruso