Correspondence 0001104659-23-045832 from iCoreConnect Inc. (ICCT) (CIK 0001906133)
iCoreConnect Inc. (ICCT) (CIK 0001906133)
Date: April 14, 2023 · CIK: 0001906133 · Accession: 0001104659-23-045832
AI Filing Summary & Sentiment
File numbers found in text: 333-269515
Referenced dates: April 10, 2023
Letter
Via EDGAR Division of Corporation Finance Office of Manufacturing Attention: Kyle Wiley Re: FG Merger Corp. Amendment No.1 to Registration Statement on Form S-4 Filed February 1, 2023 File No. 333-269515
Dear Mr. Wiley and Mr. Kauten:
On behalf of FG Merger Corp. (the “Company”'), we are hereby responding to the letter dated April 10, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the Company’s Amendment No. 1 to Registration Statement on Form S-4, filed on March 27, 2023, File No. 333-269515 (the “Registration Statement”).
In response to the Comment Letter and to update certain information in the Registration Statement, the Company is filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) with the Commission today. Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Amended Registration Statement.
For ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.
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.
RESPONSE: The company has clarified on page 162 of the Amended Registration Statement that the business combination will be accounted for as a reverse acquisition. Similar disclosure appears on pages 31, 83 and 118 of the Amended Registration Statement.
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.
RESPONSE: The Company has revised the disclosure on page 166 of the Amended Registration Statement to be consistent with the most recent rules outlined in Article 11-02 of Regulation S-X. Also, the Company confirms that the 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.
RESPONSE: Plante & Moran, PLLC has included an updated consent referencing the most recent amendment number.
Please call me at (212) 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Giovanni Caruso
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Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Main 212.407.4000
Fax 212.407.4990
April 14, 2023
Via EDGAR
Division of Corporation Finance
Office of Manufacturing
U.S. SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, DC 20549
Attention: Kyle Wiley
Jeff
Kauten
Re: FG Merger Corp.
Amendment No.1 to Registration Statement
on Form S-4
Filed February 1, 2023
File No. 333-269515
Dear Mr. Wiley and Mr. Kauten:
On behalf of FG Merger Corp. (the “Company”'),
we are hereby responding to the letter dated April 10, 2023 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), regarding the Company’s Amendment No. 1
to Registration Statement on Form S-4, filed on March 27, 2023, File No. 333-269515 (the “Registration Statement”).
In response to the Comment Letter and to update certain information
in the Registration Statement, the Company is filing Amendment No. 2 to the Registration Statement (the “Amended Registration
Statement”) with the Commission today. Capitalized terms used herein but not defined herein have the meanings ascribed thereto
in the Amended Registration Statement.
For ease of reference, the text of the Staff’s comment is included
in bold-face type below, followed by the Company’s response.
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.
RESPONSE: The company has clarified on page 162 of the Amended
Registration Statement that the business combination will be accounted for as a reverse acquisition. Similar disclosure appears on pages
31, 83 and 118 of the Amended Registration Statement.
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.
RESPONSE: The Company has revised the disclosure on page 166
of the Amended Registration Statement to be consistent with the most recent rules outlined in Article 11-02 of Regulation S-X. Also, the
Company confirms that the 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.
RESPONSE: Plante & Moran, PLLC has included an updated consent
referencing the most recent amendment number.
Please call me at (212) 407-4866 if you would like additional information
with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Giovanni Caruso
Giovanni Caruso
Partner