SecProbe.io

United States securities and exchange commission logo
October 4, 2023
Robert McDermott
Chief Executive Officer
iCoreConnect Inc.
529 Crown Point Road, Suite 250
Ocoee, Florida 34761
Re:iCoreConnect Inc.
Registration Statement on Form S-1
Filed September 20, 2023
File No. 333-274607
Dear Robert McDermott:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
2.We note the warrants are out of the money. Please disclose the likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price. As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.

 FirstName LastNameRobert McDermott
 Comapany NameiCoreConnect Inc.
 October 4, 2023 Page 2
 FirstName LastName
Robert McDermott
iCoreConnect Inc.
October 4, 2023
Page 2
3.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that most of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the common stock. Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the common stock.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
30
4.We note that the projected revenues for 2023 were $18.072 million, as set forth in the
unaudited projected financial information management prepared and provided to the
Board, the company’s financial advisor and FGMC in connection with the evaluation of
the Business Combination. We also note that your actual revenues for the Six Months
Ended June 30, 2023, was approximately $3,696,519 million. It appears that you will miss
your 2023 revenue projection. Please update your disclosure in Liquidity and Capital
Resources, and elsewhere, to provide updated information about the company’s financial
position and further risks to the business operations and liquidity in light of these
circumstances.
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that FG Merger Investors LLC, a beneficial owner of over 80% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.

 FirstName LastNameRobert McDermott
 Comapany NameiCoreConnect Inc.
 October 4, 2023 Page 3
 FirstName LastName
Robert McDermott
iCoreConnect Inc.
October 4, 2023
Page 3
General
7.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor and other selling securityholders acquired their shares
and warrants, and the price that the public securityholders acquired their shares and
warrants. Disclose, if true, that while the Sponsor and other selling securityholders may
experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price. Please
also disclose the potential profit the selling securityholders will earn based on the current
trading price.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kyle Wiley at 202-344-5791 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Cavas Pavri