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Delaware
(State or other jurisdiction of
incorporation or organization) |
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6770
(Primary Standard Industrial
Classification Code Number) |
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86-2462502
(I.R.S. Employer
Identification No.) |
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Mitchell S. Nussbaum
Janeane R. Ferrari Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Telephone: (212) 407-4000 |
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Ralph V. De Martino
Cavas Pavri Nick Tipsord ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 Telephone: (202) 778-6400 |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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Emerging growth company
☒
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Incorporated by Reference
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Exhibit
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Description
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Schedule/
Form |
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File
Number |
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Exhibit
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File
Date |
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| 2.1* | | | | |
8-K
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001-41309
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2.1
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January 6, 2023
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| 3.1 | | | | |
8-K
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001-41309
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3.1
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March 3, 2022
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| 3.2 | | | | |
S-1/A
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333-262298
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3.3
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February 23, 2022
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| 3.3 | | | Form of Second Amended and Restated Certificate of Incorporation (Included as Exhibit D to Annex A to the proxy statement/prospectus forming a part of this Registration Statement). | | | | | | | | | | | | | |
| 3.4 | | | Proposed Charter of the Combined Company (Included as Annex C-1 to the proxy statement/prospectus forming a part of this Registration Statement). | | | | | | | | | | | | | |
| 4.1 | | | | |
S-1/A
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333-262298
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4.1
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February 23, 2022
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| 4.2 | | | | |
S-1/A
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333-262298
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4.2
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February 23, 2022
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| 4.3 | | | | |
S-1/A
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333-262298
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4.3
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February 23, 2022
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| 4.4 | | | | |
8-K
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001-41309
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4.1
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March 3, 2022
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Incorporated by Reference
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Exhibit
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Description
|
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Schedule/
Form |
| |
File
Number |
| |
Exhibit
|
| |
File
Date |
|
| 4.5 | | | | |
8-K
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001-41309
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4.2
|
| |
March 3, 2022
|
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| 4.6*** | | | | | | | | | | | | | | | | |
| 4.7*** | | | | | | | | | | | | | | | | |
| 4.8 | | | | | | | | | | | | | | | | |
| 4.9 | | | | | | | | | | | | | | | | |
| 5.1*** | | | | | | | | | | | | | | | | |
| 8.1*** | | | | | | | | | | | | | | | | |
| 10.1 | | | | |
8-K
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001-41309
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10.1
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March 3, 2022
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| 10.2 | | | | |
8-K
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001-41309
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10.2
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March 3, 2022
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| 10.3 | | | | |
8-K
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001-41309
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10.3
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March 3, 2022
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| 10.4 | | | | |
8-K
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001-41309
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10.4
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March 3, 2022
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| 10.5 | | | | |
8-K
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001-41309
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10.6
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March 3, 2022
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| 10.6 | | | | |
8-K
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001-41309
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10.7
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March 3, 2022
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| 10.7 | | | | |
8-K
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001-41309
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10.8
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March 3, 2022
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| 10.8 | | | | |
8-K
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001-41309
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10.2
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January 6, 2023
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| 10.9 | | | | |
8-K
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001-41309
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10.4
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January 6, 2023
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Incorporated by Reference
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Exhibit
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Description
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| |
Schedule/
Form |
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File
Number |
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Exhibit
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File
Date |
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| 10.10 | | | | |
8-K
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001-41309
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10.3
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January 6, 2023
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| 10.11 | | | | |
8-K
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001-41309
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10.5
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January 6, 2023
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| 10.12† | | | iCoreConnect 2023 Stock Plan ((Included as Annex D to the proxy statement/prospectus forming a part of this Registration Statement) | | | | | | | | | | | | | |
| 10.13† | | | | |
10-K
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000-52765
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10.7
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March 23, 2023
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| 10.14† | | | | |
10-K
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000-52765
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10.8
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March 23, 2023
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| 10.15† | | | | |
10-K
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000-52765
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10.9
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March 23, 2023
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| 10.16† | | | | |
10-K
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000-52765
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10.10
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March 23, 2023
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| 10.17 | | | | |
10-K
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000-52765
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10.18
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March 23, 2023
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| 10.18 | | | | |
10-K
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000-52765
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10.20
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March 23, 2023
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| 10.19 | | | | |
10-K
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000-52765
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10.26
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March 23, 2023
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| 10.20 | | | | |
10-K
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000-52765
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10.40
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March 23, 2023
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| 21.1*** | | | | | | | | | | | | | | | | |
| 23.1*** | | | | | | | | | | | | | | | | |
| 23.2*** | | | | | | | | | | | | | | | | |
| 23.3*** | | | | | | | | | | | | | | | | |
| 24.1*** | | | | | | | | | | | | | | | | |
| 99.1*** | | | | | | | | | | | | | | | | |
| 99.2*** | | | | | | | | | | | | | | | |
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Incorporated by Reference
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Exhibit
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Description
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Schedule/
Form |
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File
Number |
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Exhibit
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File
Date |
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| 99.3 | | | | | | | | | | | | | | | | |
| 99.4 | | | | | | | | | | | | | | | | |
| 99.5 | | | | | | | | | | | | | | | | |
| 99.6 | | | | | | | | | | | | | | | | |
| 99.7 | | | | | | | | | | | | | | | | |
| 99.8 | | | Opinion of Intrinsic, LLC (Included as Annex E to the proxy statement/prospectus forming a part of this Registration Statement). | | | | | | | | | | | | | |
| 99.9 | | | Consent of Intrinsic, LLC (Included as Annex E to the proxy statement/prospectus forming a part of this Registration Statement) | | | | | | | | | | | | | |
| 101.INS | | | XBRL Instance Document | | | | | | | | | | | | | |
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101.CAL
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| | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | |
| 101.SCH | | | XBRL Taxonomy Extension Schema Document | | | | | | | | | | | | | |
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101.DEF
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| | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | | | | |
| 101.LAB | | | XBRL Taxonomy Extension Labels Linkbase Document | | | | | | | | | | | | | |
| 101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | | | | |
| 107*** | | | | | | | | | | | | | | | |
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Signature
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Title
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Date
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/s/ M. Wesley Schrader
M. Wesley Schrader
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| | Chief Executive Officer (Principal Executive Officer) and Director | | |
May 1, 2023
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/s/ Mark Penway
Mark Penway
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| | Chief Financial Officer (Principal Financial and Accounting Officer | | |
May 1, 2023
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/s/ Larry G. Swets, Jr.
Larry G. Swets, Jr.
|
| | Chairman | | |
May 1, 2023
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/s/ Hassan R. Baqar
Hassan R. Baqar
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| | Director | | |
May 1, 2023
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/s/ Jeff Sutton
Jeff Sutton
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| | Director | | |
May 1, 2023
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/s/ Ryan Turner
Ryan Turner
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| | Director | | |
May 1, 2023
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Exhibit 4.8
NUMBER | NUMBER | |
C- | ||
SHARES | ||
SEE REVERSE FOR CERTAIN DEFINITIONS | ||
CUSIP _________ |
ICORECONNECT INC. (FORMERLY, FG MERGER CORP.)
INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE
COMMON STOCK
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF
ICORECONNECT INC. (FORMERLY, FG MERGER CORP.)
(THE “CORPORATION”)
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.
Authorized Signatory | [Corporate Seal] Delaware |
Authorized Signatory | ||
Transfer Agent | ||||
ICORECONNECT INC. (FORMERLY, FG MERGER CORP.)
The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s amended and restated certificate of incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM | — | as tenants in common | UNIF GIFT MIN ACT | — | Custodian | ||
TEN ENT | — | as tenants by the entireties | (Cust) | (Minor) |
JT TEN | — | as joint tenants with right of survivorship and not as tenants in common |
under Uniform Gifts to Minors Act
(State) |
Additional abbreviations may also be used though not in the above list.
For value received, hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
Shares of the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints
Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated: |
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. |
Signature(s) Guaranteed: |
By |
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE). |
2
Exhibit 4.9
NUMBER | NUMBER | |
P- | ||
SHARES | ||
SEE REVERSE FOR CERTAIN DEFINITIONS | ||
CUSIP _________ |
ICORECONNECT INC. (FORMERLY, FG MERGER CORP.)
INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE
SERIES A PREFERRED STOCK
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE SERIES A PREFERRED STOCK OF
ICORECONNECT INC. (FORMERLY, FG MERGER CORP.)
(THE “CORPORATION”)
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.
Authorized Signatory | [Corporate Seal] Delaware |
Authorized Signatory | ||
Transfer Agent | ||||
ICORECONNECT INC. (FORMERLY, FG MERGER CORP.)
The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s amended and restated certificate of incorporation, the certificate of designation relating to the Series A Preferred Stock, and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM | — | as tenants in common | UNIF GIFT MIN ACT | — | Custodian | ||
TEN ENT | — | as tenants by the entireties | (Cust) | (Minor) |
JT TEN | — | as joint tenants with right of survivorship and not as tenants in common |
under Uniform Gifts to Minors Act
(State) |
Additional abbreviations may also be used though not in the above list.
For value received, hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
Shares of the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints
Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated: |
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. |
Signature(s) Guaranteed: |
By |
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE). |
2
Exhibit 99.3
CONSENT OF ROBERT MCDERMOTT
In connection with the filing by FG Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for FG Merger Corp. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: April 15, 2023 | Robert McDermott |
/s/ Robert McDermott | |
Signature |
Exhibit 99.4
CONSENT OF KEVIN PATRICK MCDERMOTT
In connection with the filing by FG Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for FG Merger Corp. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: April 15, 2023 | Kevin Patrick McDermott |
/s/ Kevin Patrick McDermott | |
Signature |
Exhibit 99.5
CONSENT OF HARRY JOSEPH TRAVIS
In connection with the filing by FG Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for FG Merger Corp. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: April 15, 2023 | Harry Joseph Travis |
/s/ Harry Joseph Travis | |
Signature |
Exhibit 99.6
CONSENT OF JOHN PASQUAL
In connection with the filing by FG Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for FG Merger Corp. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: April 15, 2023 | John R. Pasqual |
/s/ John R. Pasqual | |
Signature |
Exhibit 99.7
CONSENT OF JOSEPH ANTHONY GITTO
In connection with the filing by FG Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for FG Merger Corp. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: April 15, 2023 | Joseph Anthony Gitto |
/s/ Joseph Anthony Gitto | |
Signature |