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FG Merger Corp. *

FG Merger Corp. *

Jan 21, 2022 by sam.beattie

PROPOSED BUSINESS COMBINATION: iCoreConnect

ENTERPRISE VALUE: $98 million
ANTICIPATED SYMBOL: ICCT

FG Merger Corp. proposes to combine with iCoreConnect.

iCoreConnect, Inc. is a cloud-based software and technology company focused on increasing workflow productivity and customer profitability through its enterprise and healthcare workflow platform of applications and services. iCoreConnect is most notably known for its innovation in solving healthcare business problems. iCoreConnect’s philosophy places a high value on customer feedback, allowing iCoreConnect to respond to the market’s needs. iCoreConnect touts 15 SaaS enterprise solutions and more than 90 agreements with state or regional healthcare associations across the United States.

SUBSEQUENT EVENT – 8/14/23 – LINK

  • On Aug 14, 2023, FGMC, a SPAC, signed Prepaid Forward Purchase Agreement with ICCT and RiverNorth SPAC Arbitrage Fund.
  • Per the FPA, the Purchaser will buy up to
    • (a) 1.5 million FGMC Common Stock shares or
    • (b) shares post-Business Combination, not exceeding 9.9% of total shares, at the Prepaid Forward Purchase Price.
  • After the Business Combination, the higher of 100,000 Purchased Shares or 5% of the Purchased Shares are “Commitment Shares,” while the rest are “Prepaid Forward Purchase Shares.”
  • Before the earlier of
    • (a) one local business day after the Business Combination closing or
    • (b) disbursement of assets from FGMC’s trust account, FGMC and ICCT will pay Purchaser the Prepayment Amount.
      • It’s the number of Purchased Shares multiplied by the Redemption Price of $10.65 as of June 30, 2023.
  • After selling Prepaid Forward Purchase Shares (or underlying Parent Common Stock), Purchaser pays Reference Price per share to FGMC.
    • On the earliest of:
      • FGMC, ICCT, or Purchaser breaching Agreement
      •  “Registration Failure”
        • If (a) the Registration Statement covering the mentioned shares isn’t approved within 60 calendar days (or 90 if Commission reviews it) after the Registration Request, or (b) if the effective Registration Statement isn’t consistently valid (except blackout periods) for over 30 consecutive days; given (x) if it’s a non-working day for the Commission, the Deadline moves to the next open Business Day, and (y) during government shutdown, the Deadline extends by corresponding shutdown days.
      • Twelve months after Business Combination closing (Maturity Date),
    • For unsold Parent Common Stock under Prepaid Forward Purchase Shares, Purchaser pays FGMC on the 25th trading day after Maturity Date (Payment Date).
    • It’s (i) Prepaid Forward Purchase Shares held on Maturity Date, multiplied by (ii) lowest daily volume weighted average price per FGMC Common Stock share during twenty trading days starting day after Maturity Date, minus $0.15.
  • Between Maturity Date and Payment Date, Purchaser can’t sell over
    • (i) 5% of owned Prepaid Forward Purchase Shares on Maturity Date or
    • (ii) 10% of daily trading volume on that date.
  • Until Maturity Date, Prepaid Forward Purchase Shares’ FGMC Common Stock can’t sell below Reference Price.
    • Initial Reference Price equals Redemption Price, reduced monthly from 30 days after Business Combination Closing to 10-day average FGMC Common Stock price, not below $10.00 Floor unless FGMC lowers it via written notice.

EXTENSION – 5/24/23 – LINK

  • FG Merger Corp., a special purpose acquisition company, has announced its plan to extend the deadline to finalize its initial business combination from June 1, 2023 to September 1, 2023, as per its governing documents.
    • $805K will be deposited into the trust account

TRANSACTION

  • The transaction is expected to deliver up to $82.5 million of gross proceeds to the combined company from the FGMC trust account from its initial public offering in February 2022, assuming no redemptions.
  • Existing FGMC shareholders who choose not to exercise their redemption rights in connection with the business combination will have 100% of their equity converted into preferred stock of the combined company.
  • The preferred stock will have a 12% coupon payable in
    • (a) cash or paid-in-kind for the first 24 months after the close of the transaction and
    • (b) cash thereafter.
      • The initial conversion price from common stock to preferred stock will be at a conversion price of $10.00 per share.
      • A reset to the holder of $10 or 20% above the simple average VWAP will occur 12 months after the closing of the transaction.
      • The reset price can be no greater than $10.00 per share, and no less than $2.00 per share.
      • Optional conversion to common at any time with mandatory conversion if common closes at or above 140% of reset price after 24 months of issue
  • Prior to the Closing,
    • (i) each vested issued and the outstanding option to purchase iCoreConnect common stock par value $0.001 (“iCoreConnect Common Stock”) shall be exercised into shares of iCoreConnect Common Stock
    • (ii) each issued and outstanding warrant to purchase iCoreConnect Common Stock shall be exercised into shares of iCoreConnect Common Stock and
    • (iii) the outstanding principal together with all accrued and unpaid interest under each iCoreConnect convertible promissory note shall be converted into shares of iCoreConnect Common Stock.

fg merger

SPAC FUNDING

  • There is no additional funding for this transaction

LOCK-UPS

  • Company and Sponsor
    • 180 days after the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • The transaction has no minimum cash condition, however, if the closing cash is less than $20,000,000 then the Sponsor will forfeit any and all dividends accrued on any shares of preferred stock owned by the Sponsor.
  • The $15 Exercise Price Warrants Purchase Agreement, dated as of February 25, 2022, by and between FGMC and FG Merger Investors LLC shall have been amended to provide that each $15 Exercise Price Warrant (as defined therein) shall entitle the holder thereof to purchase one share of FGMC preferred stock, par value $0.0001 per share at the exercise price of $15.00 per share.

NOTABLE CONDITIONS TO TERMINATION

  • By either FGMC or iCoreConnect if the Business Combination is not consummated in 2023 prior to the later of (A) June 1, 2023 (Outside Date) and (B) September 1, 2023 if FGMC extends the deadline by which it must complete its initial business combination in accordance with its amended and restated certificate of incorporation, provided the failure to close by such date is not due to a breach by the terminating party

ADVISORS

  • ArentFox Schiff LLP is serving as legal advisor to iCoreConnect.
  • Loeb & Loeb LLP is serving as legal advisor to FGMC

MANAGEMENT & BOARD

Executive Officers

M. Wesley Schrader, 47
Chief Executive Officer and Director Nominee

Mr. Schrader has over 25 years of experience encompassing both non-executive and executive roles. Mr. Schrader founded Waverider Partners LLC, an advisory and investment firm, in 2021 and has served as its managing member since inception. Mr. Schrader founded Capital MW LLC, a management consulting firm, in 2008 and has served as its managing member since inception. Mr. Schrader serves as Senior Advisor to Columbine Logging, Inc. d/b/a Columbine Corporation, a privately held company, where he served as Chief Executive Officer from March 2018 to December 2021. Mr. Schrader served as Director of Eagle Energy Inc. (TSX: EGL) from June 2018 to February 2019. Mr. Schrader also served as a Director of Littleton Public Schools Foundation from November 2014 – June 2019. Previously, Mr. Schrader has held various executive and management positions, primarily focused on corporate development and finance. Mr. Schrader holds a Bachelor of Science in Electrical Engineering from Valparaiso University, a Master of Business in Administration from the University of Denver, and a Master of Science in Finance from the University of Denver.

Emily Torres, 32
Chief Financial Officer

Ms. Torres has over ten years of experience in various financial roles including financial planning and analysis and financial reporting in the professional services industry as well as public companies. Ms. Torres has served as Director of Finance of FG Financial Group, Inc. (NASDAQ: FGF) (formerly known as 1347 Property Insurance Holdings, Inc.), which operates as a diversified reinsurance, investment management and real estate holding company, since November 2021. Her prior experience includes financial expense planning at Mayer Brown LLP, an international law firm, from August 2015 to November 2021, as well as financial analysis and reporting at Kingsway Financial Services Inc. (NYSE: KFS) (“Kingsway”) from July 2011 to July 2015. Ms. Torres obtained her Bachelor’s degree in Finance from the University of Notre Dame in 2011.

Board of Directors

Larry G. Swets, Jr., 46
Chairman and Director Nominee

Mr. Swets has over 25 years of experience within financial services encompassing both non-executive and executive roles. Mr. Swets founded Itasca Financial LLC, an advisory and investment firm, in 2005 and has served as its managing member since inception. Mr. Swets also founded and is the President of Itasca Golf Managers, Inc., a management services and advisory firm focused on the real estate and hospitality industries, in August 2018. Mr. Swets has served as the Chief Executive Officer of FG Financial Group, Inc. (NASDAQ: FGF) (formerly 1347 Property Insurance Holdings, Inc.), which operates as a diversified reinsurance, investment management and real estate holding company, since November 2020, after having served as Interim CEO from June 2020 to November 2020. Mr. Swets has also served as Chief Executive Officer of FG New America Acquisition II Corp., a special purpose acquisition company in the process of going public and focused on merging with a company in the InsureTech, FinTech, broader financial services and insurance sectors since February 2021. Mr. Swets is a member of the board of directors of FG Financial Group, Inc. (NASDAQ: FGF) since November 2013; GreenFirst Forest Products Inc. (TSXV: GFP), a public company focused on investments in the forest products industry since June 2016; Harbor Custom Development, Inc. (Nasdaq: HCDI) since February 2020; Ballantyne Strong, Inc. (NYSE American: BTN) since October 2021; Alexian Brothers Foundation since March 2018; and Unbounded Media Corporation since June 2019. Mr. Swets is also the Chief Executive Officer and a member of the board of directors of FG Acquisition Corp., a Canadian special purpose acquisition company currently in the process of completing its initial public offering and which is focused on searching for a target company in the financial services sector. Previously, Mr. Swets served as a Director and Chief Executive Officer of FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company which merged with OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit, from July 2020 to July 2021. From April 2021 to December 2021, Mr. Swets also served as Senior Advisor to Aldel Financial Inc., a special purpose acquisition company, which merged with Hagerty, Inc. (NYSE: HGTY), a leading specialty insurance provider focused on the global automotive enthusiast market. Mr. Swets served as Chief Executive Officer of GreenFirst Forest Products Inc. (TSXV: GFP) (formerly Itasca Capital Ltd.) from June 2016 to June 2021. Mr. Swets served as the Chief Executive Officer of Kingsway Financial Services Inc. (NYSE: KFS) from July 2010 to September 2018, including as its President from July 2010 to March 2017. Mr. Swets served as a director of Insurance Income Strategies Ltd. from October 2017 to December 2021. He also previously served as a member of the board of directors of Limbach Holdings, Inc. (NASDAQ: LMB) from July 2016 to August 2021; Kingsway Financial Services Inc. (NYSE: KFS) from September 2013 to December 2018; Atlas Financial Holdings, Inc. (Nasdaq: AFH) from December 2010 to January 2018; FMG Acquisition Corp. (Nasdaq: FMGQ) from May 2007 to September 2008; United Insurance Holdings Corp. from 2008 to March 2012; and Risk Enterprise Management Ltd. from November 2007 to May 2012. Prior to founding Itasca Financial LLC, Mr. Swets served as an insurance company executive and advisor, including the role of director of investments and fixed income portfolio manager for Lumbermens Mutual Casualty Company, formerly known as Kemper Insurance Companies. Mr. Swets began his career in insurance as an intern in the Kemper Scholar program in 1994. Mr. Swets earned a Master’s Degree in Finance from DePaul University in 1999 and a Bachelor’s Degree from Valparaiso University in 1997. He is a member of the Young Presidents’ Organization and holds the Chartered Financial Analyst (CFA) designation.

Hassan R. Baqar, 44
Director

Mr. Baqar has over 20 years of experience within financial services focused on corporate development, mergers & acquisitions, capital raising, investments and real estate transactions. Mr. Baqar has served as the founder and managing member of Sequoia Financial LLC, a financial services and advisory firm, since January 2019. Mr. Baqar has also served as Chief Financial Officer since August 2021 and Executive Vice President since December 2021 of FG Financial Group, Inc. (NASDAQ: FGF) (formerly known as 1347 Property Insurance Holdings, Inc.), which operates as a diversified reinsurance, investment management and real estate holding company, as Chief Financial Officer of FG New America Acquisition II Corp., a special purpose acquisition company in the process of going public and focused on merging with a company in the InsureTech, FinTech, broader financial services and insurance sectors since February 2021, as Chief Financial Officer of Insurance Income Strategies Ltd., a former Bermuda based reinsurance company from October 2017 to December 2021, as a director of GreenFirst Forest Products Inc. (TSXV: GFP) (formerly Itasca Capital Ltd.), a public company focused on investments in the forest products industry from August 2019 to December 2021 and as Chief Financial Officer of GreenFirst Forest Products Inc. from June 2016 to December 2020, as a director of Fundamental Global Reinsurance Ltd., a Cayman Islands reinsurance company since June 2020, and as a director and Chief Financial Officer of Unbounded Media Corporation since June 2019. Since October 2021, Mr. Baqar is also the Chief Financial Officer and a member of the board of directors of FG Acquisition Corp., a Canadian special purpose acquisition company currently in the process of completing its initial public offering and which is focused on searching for a target company in the financial services sector. Mr. Baqar served as Chief Financial Officer for Aldel Financial Inc. (NYSE: ADF) from January 2021 to December 2021, a special purpose acquisition company which merged with Hagerty, Inc. (NYSE: HGTY), a leading specialty insurance provider focused on the global automotive enthusiast market. From July 2020 to July 2021, Mr. Baqar served as Chief Financial Officer of FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company which merged with OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit. Previously, he served as Vice President of Kingsway Financial Services Inc. (NYSE: KFS) (“Kingsway”) from January 2014 to January 2019 and as a Vice President of Kingsway’s subsidiary Kingsway America Inc. from January 2010 to January 2019. Mr. Baqar also served as Chief Financial Officer and director of 1347 Capital Corp. from April 2014 to July 2016, a special purpose acquisition company which merged with Limbach Holdings, Inc. (NASDAQ: LMB). Mr. Baqar served as a member of the board of directors of FG Financial Group, Inc. (NASDAQ: FGF) from October 2012 to May 2015. He also served as the Chief Financial Officer of United Insurance Holdings Corp. (NASDAQ: UIHC), a property and casualty insurance holding company, from August 2011 to April 2012. His previous experience also includes director of finance at Itasca Financial, LLC from 2008 to 2009 and positions held at Lumbermens Mutual Casualty Company (a Kemper Insurance company), a diversified mutual property-casualty insurance provider, from June 2000 to April 2008, where he most recently served as a senior analyst. Mr. Baqar earned a Master’s Degree in Business Administration from Northeastern Illinois University in 2009 and a Bachelor’s Degree in Accounting and Business Administration from Monmouth College in 2000. He also holds a Certified Public Accountant designation.

Jeff Sutton, 43
Director Nominee

Mr. Sutton has over 20 years’ experience as an institutional investor, founder, chief operating officer, and chief compliance officer of several financial services businesses. Mr. Sutton is Chief Operating Officer of Fundamental Global, a private partnership focused on long-term strategic holdings, a position he has held since October 2015. In this role, Mr. Sutton manages Fundamental Global’s daily operations and provides ongoing analysis and advice to its holdings, primarily including FG Financial Group, Inc. (NASDAQ: FGF) (formerly known as 1347 Property Insurance Holdings, Inc.), which operates as a diversified reinsurance and investment management company; Ballantyne Strong, Inc. (NYSE American: BTN), a holding company with diverse business activities focused on serving the entertainment and retail markets; and BK Technologies Corp. (NYSE American: BKTI), a provider of two-way radio communications equipment. During his tenure with Fundamental Global, Mr. Sutton has worked with two special purpose acquisition companies, including FG New America Acquisition Corp. (NYSE: FGNA), which merged with OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit; and Aldel Financial, Inc. (NYSE: ADF), which merged with Hagerty, Inc. (NYSE: HGTY), a leading specialty insurance provider focused on the global automotive enthusiast market. Mr. Sutton has been a member of the Board of Managers of Fundamental Global Asset Management, LLC, a joint venture between Fundamental Global and FG Financial Group that was formed to sponsor investment managers and the launch of their products and services, since August 2021. Mr. Sutton also founded ValueTree Investments in 2009, which is a registered investment advisor in the State of North Carolina, and which manages a focused small-cap value investing strategy. Previously Mr. Sutton was Chief Compliance Officer of Fundamental Global from October 2015 to August 2021; Chief Compliance Officer of StrongVest Global Advisors, a registered investment advisor that sponsored the StrongVest ETF Trust, which was an open-end management investment company, from July 2016 to March 2021; and Chief Compliance Officer of CWA Asset Management Group, a registered investment advisor from October 2015 to January 2021. Prior to joining Fundamental Global and to founding ValueTree Investments, Mr. Sutton was an analyst at Maiden Capital, a long-short equity hedge fund, from July 2008 to April 2009; a project manager at Pittco Management, the family office of J.R. “Pitt” Hyde, III, the founder of AutoZone, from July 2004 to May 2006; an associate at SSM Ventures, a Southeastern private equity firm, from December 2001 to June 2004; and an analyst at Morgan Keegan, an investment bank, from July 2000 to November 2001. Mr. Sutton earned a Master of Business Administration degree from the Darden School of Business at the University of Virginia, where he was appointed the Senior Portfolio Manager of the Darden Fund, a student-run investment fund focused on small-cap equities. He graduated summa cum laude with two Bachelor of Arts degrees from Rhodes College, with majors in International Business and in French, where he was also a member of the Phi Beta Kappa Society and of the Omicron Delta Kappa national honor society. Mr. Sutton served as a member of the Rhodes College Alumni Executive Board from 2011 to 2014, and he has held the Chartered Financial Analyst (CFA) designation since 2003.

Ryan Turner, 43
Director Nominee

Mr. Turner has spent over 20 years in the financial services industry. His experience includes equity research, portfolio management, strategic investments, public company directorship, mergers and acquisitions, special situations, business development and operations. Mr. Turner has been a Managing Director of Fundamental Global since May 2020. In this capacity he has worked with companies including FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company which merged with OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit. Also, Aldel Financial Inc. (NYSE: ADF), a special purpose acquisition company, which merged with Hagerty (NYSE: HGTY), a leading specialty insurance provider focused on the global automobile enthusiast market. At Ballantyne Strong (NYSE American: BTN) Mr. Turner was the Vice President of Strategic Investments from September 2016 to May 2020 and Director of Business Development from July 2015 to September 2016. He served as President of StrongVest Global Advisors from December 2016 to September 2019. Previous roles at Fundamental Global include Director of Research and Associate Portfolio Manager, from October 2014 to July 2015, and Research Analyst, from April 2012 to September 2014. He was an Associate Analyst at T. Rowe Price (NASDAQ: TROW) from February 2006 to March 2012, and a Business Analyst at AST Trust Company from May 2002 to January 2006. Mr. Turner served on the board of directors of BK Technologies Corp. (NYSE American: BKTI) from March 2017 to May 2020. Mr. Turner received an MBA degree from the Robert H. Smith School of Business at the University of Maryland and a B.S. in Finance and Accounting from the Eller College of Management at the University of Arizona. Mr. Turner holds the Chartered Financial Analyst (CFA) designation.

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