SEC Comment Letter 0000000000-23-006360 to iCoreConnect Inc. (ICCT) (CIK 0001906133)
iCoreConnect Inc. (ICCT) (CIK 0001906133)
Date: June 13, 2023 · CIK: 0001906133 · Accession: 0000000000-23-006360
AI Filing Summary & Sentiment
File numbers found in text: 001-41309
Letter
United States securities and exchange commission logo June 13, 2023 M. Wesley Schrader Chief Executive Officer FG Merger Corp. 104 S. Walnut Street Itasca, Illinois 60143 Re:FG Merger Corp. Form 10-K for Fiscal Year Ended December 31, 2022 Filed February 2, 2023 File No. 001-41309 Dear M. Wesley Schrader: We have limited our review of your filing to the financial statements and related disclosures 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for Fiscal Year Ended December 31, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in all future periodic filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
FirstName LastNameM. Wesley Schrader Comapany NameFG Merger Corp. June 13, 2023 Page 2 FirstName LastName M. Wesley Schrader FG Merger Corp. June 13, 2023 Page 2 of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Raj Rajan, Staff Accountant, at 202-551-3388 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
June 13, 2023
M. Wesley Schrader
Chief Executive Officer
FG Merger Corp.
104 S. Walnut Street
Itasca, Illinois 60143
Re:FG Merger Corp.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 2, 2023
File No. 001-41309
Dear M. Wesley Schrader:
We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in all
future periodic filings to include disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a U.S.
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
FirstName LastNameM. Wesley Schrader
Comapany NameFG Merger Corp.
June 13, 2023 Page 2
FirstName LastName
M. Wesley Schrader
FG Merger Corp.
June 13, 2023
Page 2
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Raj Rajan, Staff
Accountant, at 202-551-3388 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation