Item 8.01 Other Events.
On May 24, 2023, FG Merger Corp. ("FG Merger"), one of the companies in FG
Financial Group, Inc.'s (the "Company") SPAC Platform announced that it had
determined to cancel the special meeting of stockholders, scheduled for May 26,
2023, at 10:00 a.m. Eastern Time (the "Special Meeting"), which was called for
the purpose of considering proposals to approve, among other things, the Merger
Agreement and Plan of Reorganization, dated as of January 5, 2023 by and among
the FG Merger, FG Merger Sub Inc. and iCoreConnect Inc. FG Merger announced that
it would announce the date of the rescheduled Special Meeting once the date is
determined.
On May 24, 2023, FG Merger received notice from its sponsor, FG Merger Investors
LLC (the "Sponsor"), requesting that FG Merger extend (the "Extension") the time
available to FG Merger to consummate its initial business combination from June
1, 2023 to September 1, 2023, in accordance with the terms of FG Merger's
Amended and Restated Certificate of Incorporation. The Extension would provide
FG Merger with additional time to complete its proposed business combination
with iCoreConnect Inc.
In connection with the Extension and prior to June 1, 2023, the Sponsor or its
affiliates or designees must deposit the amount of $805,000 into the trust
account that was established for the benefit of FG Merger's public stockholders
in connection with FG Merger's initial public offering.
In the aggregate, the Company's indirect exposure to FG Merger represents
potential beneficial ownership of approximately 820,000 shares of FG Merger's
common stock, approximately 989,000 warrants with an $11.50 exercise price and
5-year expiration, and approximately 85,000 warrants with a $15.00 exercise
price and 10-year expiration. The Company has invested approximately $2.6
million in FG Merger. In addition, the Company may invest up to $805,000 in a
promissory note in connection with the Extension of the business combination
period of FG Merger.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses