iCoreConnect (ICCT) 10-Q 10 Aug 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 10, 2023
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Entity File Number	001-41309
Entity Registrant Name	FG Merger Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2462502
Entity Address, Address Line One	104 S. Walnut Street,
Entity Address, City or Town	Itasca,
Entity Address State Or Province	IL
Entity Address, Postal Zip Code	60143
City Area Code	303
Local Phone Number	396-8751
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		10,157,750
Entity Central Index Key	0001906133
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Units
Document Information
Title of 12(b) Security	Units
Trading Symbol	FGMCU
Security Exchange Name	NASDAQ
Common stock
Document Information
Title of 12(b) Security	Common stock
Trading Symbol	FGMC
Security Exchange Name	NASDAQ
Warrants
Document Information
Title of 12(b) Security	Warrants
Trading Symbol	FGMCW
Security Exchange Name	NASDAQ

Balance Sheets

Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 6,281	$ 521,865
Prepaid expenses	127,521	223,692
Total current assets	133,802	745,557
Marketable securities held in trust account	85,747,817	83,694,573
TOTAL ASSETS	85,881,619	84,440,130
Current liabilities
Accounts payable	1,197,593	299,955
Tax liabilities	211,073	384,973
Total current liabilities	2,253,666	684,928
TOTAL LIABILITIES	2,253,666	684,928
COMMITMENTS AND CONTINGENCIES
Common stock, $0.0001 par value, subject to possible redemption, 8,050,000 shares at redemption value, respectively	85,747,816	83,694,573
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 400,000,000 shares authorized; 2,107,750 and 0 shares issued and outstanding, respectively (excluding 8,050,000 shares subject to possible redemption, respectively)	211	211
Additional paid-in capital		189,479
Accumulated deficit	(2,120,074)	(129,061)
Total Stockholders' Equity (Deficit)	(2,119,863)	60,629
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	85,881,619	$ 84,440,130
Sponsor
Current liabilities
Note payable	445,000
Nonrelated party
Current liabilities
Note payable	$ 400,000

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Balance Sheets
Temporary equity, par value, (per share)	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	8,050,000	8,050,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, shares authorized	400,000,000	400,000,000
Common Stock, shares issued	2,107,750	0
Common Stock, shares outstanding	2,107,750	0

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses:
General and administrative expenses	$ 774,506	$ 187,468	$ 1,617,362	$ 298,513
Loss from operations	(774,506)	(187,468)	(1,617,362)	(298,513)
Other income:
Investment income on trust account	1,005,112	96,019	1,890,052	111,758
Total other income (expense)	1,005,112	96,019	1,890,052	111,758
Taxes:
Net Income (loss)	$ 16,504	$ (91,449)	$ (127,250)	$ (186,755)
Weighted average common shares outstanding, basic			(127,250)
Redeemable common shares
Taxes:
Weighted average common shares outstanding, basic	8,050,000	8,050,000	8,050,000	5,414,365
Weighted average common shares outstanding, diluted	8,050,000	8,050,000	8,050,000	5,414,365
Basic net income (loss) per share	$ 0.042	$ (0.01)	$ 0.04	$ 0.10
Diluted net income (loss) per share	$ 0.042	$ (0.01)	$ 0.04	$ 0.10
Non-redeemable common shares
Taxes:
Weighted average common shares outstanding, basic	2,107,750	2,107,750	2,107,750	1,976,575
Weighted average common shares outstanding, diluted	2,107,750	2,107,750	2,107,750	1,976,575
Basic net income (loss) per share	$ (0.15)	$ (0.02)	$ (0.21)	$ (0.37)
Diluted net income (loss) per share	$ (0.15)	$ (0.02)	$ (0.21)	$ (0.37)

Statement of Changes in Shares

Statement of Changes in Shares Subject to Possible Redemption and Stockholders' Equity (Deficit) - USD ($)	Shares Subject to Possible Redemption	Common Stock	Additional Paid-in Capital $15 strike warrants	Additional Paid-in Capital $11.50 strike warrants	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	IPO	$15 strike warrants	$11.50 strike warrants	Total
Balance at the beginning at Dec. 31, 2021	$ 0
Balance at the beginning (in shares) at Dec. 31, 2021	0
Changes in Shares Subject to Possible Redemption
Sale of 8,050,000 units at $10 per unit in IPO, incl. over-allotment, net of underwriters' discount and offering expenses	$ 79,259,163
Sale of 8,050,000 units at $10 per unit in IPO, incl. over-allotment, net of underwriters' discount and offering expenses (in shares)	8,050,000
Accretion for Common shares subject to redemption	$ 3,269,076
Balance at the beginning at Dec. 31, 2021		$ 0			$ 0	$ (3,272)				$ (3,272)
Balance at the beginning (in shares) at Dec. 31, 2021		0
Changes in Stockholders' Equity (Deficit)
Issuance of 2,012,500 common shares to initial stockholders		$ 201			24,799					25,000
Issuance of 2,012,500 common shares to initial stockholders (in shares)		2,012,500
Sale of 55,000 units at $10 per unit in private placement		$ 6			549,994					550,000
Sale of 55,000 units at $10 per unit in private placement (in shares)		55,000
Sale of strike warrants in private placement			$ 100,000	$ 3,950,000				$ 100,000	$ 3,950,000
Issuance of 40,250 underwriter units, including over-allotment		$ 4			96					100
Issuance of 40,250 underwriter units, including over-allotment (in shares)		40,250
Accretion for Common shares subject to redemption					(3,269,076)					(3,269,076)
Net Income (Loss)						(95,306)				(95,306)
Balance at the end at Mar. 31, 2022	$ 82,528,239	$ 211			1,355,813	(98,578)				1,257,446
Balance at the end (in shares) at Mar. 31, 2022	8,050,000	2,107,750
Balance at the beginning at Dec. 31, 2021	$ 0
Balance at the beginning (in shares) at Dec. 31, 2021	0
Balance at the end at Jun. 30, 2022	$ 82,624,258
Balance at the end (in shares) at Jun. 30, 2022	8,050,000
Balance at the beginning at Dec. 31, 2021		$ 0			0	(3,272)				$ (3,272)
Balance at the beginning (in shares) at Dec. 31, 2021		0
Changes in Stockholders' Equity (Deficit)
Issuance of 2,012,500 common shares to initial stockholders (in shares)										2,012,500
Sale of 55,000 units at $10 per unit in private placement (in shares)							8,050,000
Net Income (Loss)										$ (186,755)
Balance at the end at Jun. 30, 2022		$ 211			1,259,794	(190,027)				1,069,978
Balance at the end (in shares) at Jun. 30, 2022		2,107,750
Balance at the end at Jun. 30, 2022	$ 82,624,258
Balance at the end (in shares) at Jun. 30, 2022	8,050,000
Balance at the beginning at Mar. 31, 2022	$ 82,528,239	$ 211			1,355,813	(98,578)				1,257,446
Balance at the beginning (in shares) at Mar. 31, 2022	8,050,000	2,107,750
Changes in Stockholders' Equity (Deficit)
Accretion for Common shares subject to redemption	$ 96,019				(96,019)					(96,019)
Net Income (Loss)						(91,449)				(91,449)
Balance at the end at Jun. 30, 2022		$ 211			1,259,794	(190,027)				1,069,978
Balance at the end (in shares) at Jun. 30, 2022		2,107,750
Changes in Shares Subject to Possible Redemption
Accretion for Common shares subject to redemption	1,070,315
Balance at the end at Dec. 31, 2022	$ 83,694,573									$ 83,694,573
Balance at the end (in shares) at Dec. 31, 2022	8,050,000									8,050,000
Changes in Stockholders' Equity (Deficit)
Accretion for Common shares subject to redemption					(1,070,315)					$ (1,070,315)
Net Income (Loss)						60,966				60,966
Balance at the end at Dec. 31, 2022		$ 211			189,479	(129,061)				60,629
Balance at the end (in shares) at Dec. 31, 2022		2,107,750
Changes in Shares Subject to Possible Redemption
Accretion for Common shares subject to redemption	$ 499,967
Balance at the end at Mar. 31, 2023	$ 84,194,540
Balance at the end (in shares) at Mar. 31, 2023	8,050,000
Changes in Stockholders' Equity (Deficit)
Accretion for Common shares subject to redemption					(499,967)					(499,967)
Net Income (Loss)						(143,753)				(143,753)
Reclass of additional paid in capital to accumulated deficit					310,488	(310,488)
Balance at the end at Mar. 31, 2023		$ 211				(583,302)				(583,091)
Balance at the end (in shares) at Mar. 31, 2023		2,107,750
Balance at the beginning at Dec. 31, 2022	$ 83,694,573									$ 83,694,573
Balance at the beginning (in shares) at Dec. 31, 2022	8,050,000									8,050,000
Balance at the end at Jun. 30, 2023	$ 85,747,816									$ 85,747,816
Balance at the end (in shares) at Jun. 30, 2023										8,050,000
Balance at the beginning at Dec. 31, 2022		$ 211			189,479	(129,061)				$ 60,629
Balance at the beginning (in shares) at Dec. 31, 2022		2,107,750
Changes in Stockholders' Equity (Deficit)
Net Income (Loss)										(127,250)
Balance at the end at Jun. 30, 2023		$ 211				(2,120,074)				$ (2,119,863)
Balance at the end (in shares) at Jun. 30, 2023		2,107,750								10,157,750
Balance at the beginning at Mar. 31, 2023	$ 84,194,540
Balance at the beginning (in shares) at Mar. 31, 2023	8,050,000
Changes in Shares Subject to Possible Redemption
Accretion for Common shares subject to redemption	$ 1,553,276
Balance at the end at Jun. 30, 2023	$ 85,747,816									$ 85,747,816
Balance at the end (in shares) at Jun. 30, 2023										8,050,000
Balance at the beginning at Mar. 31, 2023		$ 211				(583,302)				$ (583,091)
Balance at the beginning (in shares) at Mar. 31, 2023		2,107,750
Changes in Stockholders' Equity (Deficit)
Accretion for Common shares subject to redemption					(1,553,276)					(1,553,276)
Net Income (Loss)						16,504				16,504
Reclass of additional paid in capital to accumulated deficit					$ 1,553,276	(1,553,276)
Balance at the end at Jun. 30, 2023		$ 211				$ (2,120,074)				$ (2,119,863)
Balance at the end (in shares) at Jun. 30, 2023		2,107,750								10,157,750

Statement of Changes in Share_2

Statement of Changes in Shares Subject to Possible Redemption and Stockholders' Equity (Deficit) (Parenthetical)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Number of shares issued | shares	2,012,500
Initial Public Offering
Number of units sold | shares	8,050,000
Purchase price per unit | $ / shares	$ 10
Over-allotment option
Issuance of underwriter units | shares	40,250
$15 strike warrants | Warrants
Exercise price of warrants | $ / shares	$ 15
$15 strike warrants | Private Placement
Exercise price of warrants | $ / shares	$ 15
$15 strike warrants | Private Placement | Warrants
Sale of private placement warrants (in shares) | shares	1,000,000
Warrant share price at $10 | Private Placement
Number of units sold | shares	55,000
Purchase price per unit | $ / shares	$ 10
$11.50 strike warrants | Warrants
Sale of private placement warrants (in shares) | shares	3,950,000
Exercise price of warrants | $ / shares	$ 11.50
$11.50 strike warrants | Private Placement | Warrants
Exercise price of warrants | $ / shares	$ 11.50

Statement of Cash Flows

Statement of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (127,250)	$ (186,755)
Changes in operating assets and liabilities:
Accounts payable	897,638	68,196
Tax liabilities	(173,900)	0
Prepaid expense	96,171	(327,095)
Net cash provided by (used) in operating activities	692,659	(445,654)
Cash flows from investing activities
Withdrawal from trust account	641,809	0
Investment in marketable securities	(1,890,052)	(165,209,258)
Funding into trust account for extension	(805,000)
Proceeds from maturity		82,585,000
Net cash used in investing activities	(2,053,243)	(82,624,258)
Cash flows from financing activities
Proceeds from promissory notes	845,000	150,000
Repayment of promissory note		(150,000)
Proceeds from sale of shares of common stock to initial stockholders		25,000
Proceeds from sale of units in IPO, including over-allotment, net of offering costs		79,259,163
Proceeds from sale of underwriter units in private placement		100
Net cash provided by financing activities	845,000	83,884,263
Net (decrease) increase in cash	(515,584)	814,351
Cash at beginning of period	521,865	0
Cash at end of period	6,281	814,351
Supplemental Cash Flow Information:
Income tax paid	$ 641,809	0
Private units
Cash flows from financing activities
Proceeds from sale of private placement		550,000
$11.50 strike warrants
Cash flows from financing activities
Proceeds from sale of private placement		3,950,000
$15 strike warrants
Cash flows from financing activities
Proceeds from sale of private placement		$ 100,000

Statement of Cash Flows (Parent

Statement of Cash Flows (Parenthetical) - $ / shares	Jun. 30, 2023	Jun. 30, 2022
Warrant share price at $15 | Warrants
Exercise price of warrants		$ 15
Warrant share price at $15 | Private Placement
Exercise price of warrants	$ 15	15
Warrant share price at $11.50 | Warrants
Exercise price of warrants		11.50
Warrant share price at $11.50 | Private Placement | Warrants
Exercise price of warrants	$ 11.50	$ 11.50

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2023
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FG Merger Corp. (the “Company” or “FGMC”) is a blank check company incorporated in Delaware on December 23, 2020. The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial services industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not yet commenced any operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (“IPO”), which is described below, and the search for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on February 25, 2022. On March 1, 2022, the Company consummated its IPO of 7,000,000 units (the “Units”) at $10.00 per Unit. In connection with the IPO, the underwriters were granted an option to purchase up to an additional 1,050,000 Units to cover over-allotment, if any. On March 3, 2022, the underwriter fully exercised their over-allotment option and purchased 1,050,000 Units. Each Unit consist of one common stock of the Company, par value $0.0001 per share (the “Public Share”) and three Simultaneously with the closing of the IPO, the Company consummated private placements ( the “Private Placements”) of i) 1,000,000 $15.00 exercise price warrants (the “$15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, ii) 3,950,000 $11.50 exercise price warrants (the “$11.50 Private Warrants”) at a price of $1.00 per $11.50 Private Warrant, and iii) 55,000 units at $10.00 per unit (the “Private Units” and, together with the $15 Private Warrants and $11.50 Private Warrants, the “Private Placement Securities”) to the Company’s sponsor, FG Merger Investors LLC (the “Sponsor”), directors, and officers, for the aggregate purchase price of $4,600,000. Each Private Unit consists of one Common Stock and three-quarters of one non-redeemable warrant (“Private Unit Warrant”). Each whole Private Unit Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share. Each $15 Private Warrant will entitle the holder to purchase one share of Common Stock at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Each $11.50 Private Warrant will entitle the holder to purchase one common share at an exercise price of $11.50 per each share, will be exercisable for a period of five years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $11.50 Private Warrants and the shares issuable upon the exercise of the $11.50 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Company Units are listed on NASDAQ. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and Private Placement Securities, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any taxes payable on interest earned on the trust account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on March 1, 2022, and subsequent closing of the over-allotment on March 3, 2022, a total of $82,512,500 ($10.25 per unit) from the net proceeds of the sale of Units in the IPO and the sale of Private Placement Securities as well as the proceeds from the closing of the over-allotment option were placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,000 upon or immediately prior to such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The holders of Public Shares will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor, officers, directors and advisors (the “Initial Shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated certificate of incorporation relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 and $11.50 Private Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Initial Shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination. The Company had 15 months to consummate a Business Combination. However, the Company extended the period to 18 months. The Company will have until September 1,2023 to complete a business combination as described herein) from the closing of the IPO to consummate a Business Combination. In order to extend the time available to consummate a Business Combination, on May 31, 2023, Company deposited $805,000 ($0.10 per Public Share) into the Trust Account. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.25 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Merger Agreement On January 5, 2023, the Company entered into a Merger Agreement and Plan of Reorganization (the “ Merger Agreement Merger Sub iCoreConnect The Merger Agreement provides that, among other things, at the closing (the “ Closing Merger Pre-Closing FGMC Conversion Prior to the Closing, each share of FGMC common stock, par value $0.0001 shall be converted into shares of newly issued FGMC preferred stock, par value $0.0001 (“ FGMC Preferred Stock ● The holders of Preferred Stock shall not be entitled to vote on any matters submitted to the stockholders of FGMC. ● From and after the date of the issuance of any shares of FGMC Preferred Stock, dividends shall accrue at the rate per annum of 12% of the original issue price for each share of FGMC Preferred Stock, prior and in preference to any declaration or payment of any other dividend (subject to appropriate adjustments). ● Dividends shall accrue from day to day and shall be cumulative and shall be payable within fifteen (15) business days after the anniversary of the date of the original issuance of the FGMC Preferred Stock to each holder of FGMC Preferred Stock as of such date . ● From the closing of the Business Combination until the second anniversary of the date of the original issuance of the FGMC Preferred Stock, FGMC may, at its option, pay all or part of the accruing dividends on the FGMC Preferred Stock by issuing and delivering additional shares of FGMC Preferred Stock to the holders thereof. ● FGMC shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of FGMC the holders of the FGMC Preferred Stock then outstanding shall first receive dividends due and owing on each outstanding share of FGMC Preferred Stock. ● In the event of any liquidation, dissolution or winding up of FGMC, the holders of shares of FGMC Preferred Stock then outstanding shall be entitled to be paid out of the assets of FGMC available for distribution to its stockholders an amount per share equal to the greater of (i) one times the applicable original issue price, plus any accrued and unpaid dividends, and (ii) such amount as would have been payable had all shares of FGMC Preferred Stock been converted into FGMC Common Stock pursuant to the following paragraph immediately prior to such liquidation, dissolution or winding up, before any payment shall be made to the holders of FGMC Common Stock. ● After 24 months from the closing of the Business Combination, in the event the closing share price of the FGMC Common Stock shall exceed 140% of the Conversion Price (as defined below) then in effect, then (i) each outstanding share of FGMC Preferred Stock shall automatically be converted into such number of shares of FGMC Common Stock as is determined by dividing the original issue price by the Conversion Price in effect at the time of conversion and (ii) such shares may not be reissued by FGMC, subject to adjustment. At the time of such conversion, FGMC shall declare and pay all of the dividends that are accrued and unpaid as of the time of the conversion by either, at the option of FGMC, (i) issuing additional FGMC Preferred Stock or (ii) paying cash. ● The “ Conversion Price ” shall initially mean, as to the Preferred Stock, $10 per share; provided that the Conversion Price shall be reset to the lesser of $10 or 20% above the simple average of the volume weighted average price on the 20 trading days following 12 months after the later of (x) the date hereof or (y) the registration of the Common Stock underlying the Preferred Stock; provided further that such Conversion Price shall be no greater than $10 and no less than $2 and subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the applicable Preferred Stock. ● Each share of FGMC Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of FGMC Common Stock as is determined by dividing the original issue price by the Conversion Price in effect at the time of conversion, subject to adjustment for stock splits, stock dividends, recapitalizations etc. ● Immediately prior to any such optional conversion FGMC shall pay all dividends on the FGMC Preferred Stock being converted that are accrued and unpaid as of such time by, either, at the option of FGMC: (i) issuing additional FGMC Preferred Stock or (ii) paying cash. Pre-Closing iCoreConnect Conversions Prior to the Closing, (i) each vested, issued and outstanding option to purchase iCoreConnect common stock par value $0.001 (“ iCoreConnect Common Stock Business Combination Consideration The aggregate consideration to be received by the iCoreConnect stockholders is based on a pre-transaction equity value of $98,000,000 (subject to usual and customary working capital adjustments and any adjustments to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of FGMC Common Stock, occurring prior to the Closing date). In accordance with the terms and subject to the conditions of the Merger Agreement, immediately prior to the effective time of the Closing each share of issued and outstanding iCoreConnect Common Stock, shall be converted into a number of shares of FGMC Common Stock, based on the Exchange Ratio (as defined in the Merger Agreement). Governance The parties have agreed that effective immediately after the Closing of the Business Combination, the FGMC Board will be comprised of the directors designated by iCoreConnect by written notice to FGMC and reasonably acceptable to FGMC. Representations and Warranties; Covenants The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including, among others, covenants providing for (i) certain limitations on the operation of the parties’ respective businesses prior to consummation of the Business Combination, (ii) the parties’ efforts to satisfy conditions to consummation of the Business Combination, including by obtaining necessary approvals from governmental agencies (including U.S. federal antitrust authorities and under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act SEC In addition, FGMC has agreed to adopt an equity incentive plan, as described in the Merger Agreement. Conditions to Each Party’s Obligations The obligations of FGMC and iCoreConnect to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the approval of FGMC’s stockholders, (ii) the approval of iCoreConnect’s stockholders, (iii) the expiration or termination of the applicable waiting period under the HSR Act, (iv) FGMC’s Form S-4 registration statement becoming effective and (v) FGMC having at least $5,000,001 of net tangible assets following the exercise of stockholder redemption rights in accordance with FGMC’s charter. In addition, the obligations of FGMC and Merger Sub to consummate the Business Combination are also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of iCoreConnect being true and correct to the standards applicable to such representations and warranties and each of the covenants of iCoreConnect having been performed or complied with in all material respects, (ii) delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination; (iii) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred, (iv) iCoreConnect having effected the conversions of outstanding iCoreConnect option, warrants and convertible promissory notes described above and (v) 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. The obligation of iCoreConnect to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of FGMC and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of FGMC and Merger Sub having been performed or complied with in all material respects and (ii) the shares of FGMC Common Stock issuable in connection with the Business Combination being listed on the Nasdaq Stock Market. Termination The Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited to, (i) by mutual written consent of FGMC and iCoreConnect, (ii) by FGMC, on the one hand, or iCoreConnect, on the other hand, if there is any breach of the representations, warranties, covenant or agreement of the other party as set forth in the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by either FGMC or iCoreConnect if the Business Combination is not consummated prior to the later of (A) June 1, 2023 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 and (iv) by either FGMC or iCoreConnect if a meeting of FGMC’s stockholders is held to vote on proposals relating to the Business Combination and the stockholders do not approve the proposals. A copy of the Merger Agreement is filed with the Current Report on Form 8-K, filed January 6, 2022, as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Merger Agreement is qualified in its entirety by reference thereto. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. FGMC and iCoreConnect do not believe that these schedules contain information that is material to an investment decision. Certain Related Agreements The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following: iCoreConnect Support Agreement In connection with the execution of the Merger Agreement, certain stockholders of iCoreConnect have entered into a support agreement (the “ iCoreConnect Support Agreement Sponsor Support Agreement In connection with the execution of the Merger Agreement, FGMC, iCoreConnect, Sponsor and certain stockholders of FGMC entered into a Sponsor Support Agreement (the “ Sponsor Support Agreement Lock-Up Agreement In connection with the Closing, the Sponsor and certain existing stockholders of FGMC and certain existing equity holders of iCoreConnect (each, a “ Lock-up Holder Lock-Up Agreement disclose the intention to make any offer, sale, pledge or disposition, or (iv) enter into any transaction, swap, hedge or other arrangement, or engage in any short sales with respect to any security of FGMC (as more fully described in the Lock-Up Agreement). Amended and Restated Registration Rights Agreement In connection with the Closing, FGMC will enter into an amended and restated registration rights agreement (the “ Amended and Restated Registration Rights Agreement Sponsor Forfeiture Agreement In connection with the execution of the Merger Agreement, the Sponsor, FGMC and iCoreConnect entered into a sponsor forfeiture agreement (the “ Sponsor Forfeiture Agreement Preferred Stock Going Concern The Company has until September 1, 2023 to consummate the initial Business Combination. If a business combination is not consummated by this date (unless extended), there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. Company may raise additional capital from Sponsor or affiliates or negotiate with vendors to defer the payment till the consummation of the Business Combination. The Company intends to complete the Initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of September 1, 2023 , nor that it will be able to raise sufficient funds to complete an Initial Business Combination.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023. Marketable securities held in Trust Account At June 30, 2023, substantially all of the assets held in the Trust Account were invested in a money market fund that invests exclusively in short term U.S. Treasury obligations. During the three and six months ended June 30, 2023, the Company withdrew $256,835 and $641,809, respectively in interest income from the Trust Account to pay for its franchise and income taxes. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2023, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that are charged to shareholders equity upon the completion of the IPO. Offering costs amounting to $1,240,837 (including $750,000 of underwriting fees) were charged to shareholders’ equity upon the completion of IPO. Furthermore, underwriters also received 40,250 Units (“Underwriter Units”), with such Units restricted from sale until the closing of the Business Combination and with no redemption rights from the Trust Account. Each Underwriter Unit consists of one share of common stock of the Company, par value $0.0001 per share and three-quarters of one redeemable warrant (“Underwriter Warrant”), each whole Underwriter Warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share. Warrants The Company accounts for the 6,037,500 Public Warrants, 41,250 Private Unit Warrants, 3,950,000 $11.50 Private Warrant, 1,000,000 $15.00 Private Warrant and 30,188 Underwriter Warrants issued in connection with the IPO and the Private Placements in accordance with the guidance contained in ASC 815-40 “Contracts in Entity’s Own Equity” and ASC 480, “Distinguishing Liabilities from Equity”. The Company’s warrants meet the criteria required to be classified as equity. Convertible Promissory Notes The Company accounts for its convertible promissory note in accordance with the guidance of ASC 470-20 “Debt – Debt with Conversion and Other Options” and ASC 815-40 “Derivative and Hedging – Contracts in Entity’s Own Equity”, as amended by ASU 2020-06. Company did the analysis and determined there is an embedded derivative which should be bifurcated from the host contract. The company did a fair value analysis and determined the value of the derivative to be insignificant, and therefore, the Company has elected to record the convertible promissory notes as a single liability recorded at its amortized cost. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. For the three and six month ended June, 2023, there were no amounts accrued for interest or penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Reconciliation of Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has redeemable and nonredeemable shares of common stock. Income and losses are shared pro rata between the redeemable and nonredeemable shares of common stock. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Diluted net income (loss) per share attributable to stockholders adjusts the basic net income (loss) per share attributable to stockholders and the weighted-average shares of common stock outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income (loss) per share of common stock is the same as basic income (loss) per share of common stock for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts) for the six months ended June 30, 2023: ​ ​ ​ ​ Net Loss from January 1. 2023 to June 30, 2023 $ (127,250) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from January 1, 2023 through June 30, 2023 ​ ​ Redeemable ​ Non- Redeemable ​ ​ ​ ​ Shares Shares Total Total number of shares ​ 8,050,000 ​ 2,107,750 ​ 10,157,750 Ownership percentage ​ 79 % ​ 21 % ​ ​ Total income allocated by class ​ $ (100,845) ​ $ (26,405) ​ $ (127,250) Less: Accretion allocated based on ownership percentage ​ (1,627,192) ​ (426,051) ​ (2,053,243) Plus: Accretion applicable to the redeemable class ​ 2,053,243 ​ — ​ 2,053,243 Total income (loss) by class ​ $ 325,206 ​ $ (452,453) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares ​ 8,050,000 ​ 2,107,750 ​ (127,250) Earnings (loss) per share ​ $ 0.04 ​ $ (0.21) ​ ​ The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts) for the three months ended June 30, 2023: ​ ​ ​ ​ ​ Net income from April 1. 2023 to June 30, 2023 ​ 16,504 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from April 1, 2023 through June 30, 2023 ​ ​ Redeemable ​ Non- Redeemable ​ ​ ​ Shares Shares Total Total number of shares ​ 8,050,000 ​ 2,107,750 ​ 10,157,750 Ownership percentage ​ 79 % ​ 21 % ​ ​ Total income allocated by class ​ $ 13,079 ​ $ 3,425 ​ $ 16,504 Less: Accretion allocated based on ownership percentage ​ (1,230,969) ​ (322,307) ​ (1,553,276) Plus: Accretion applicable to the redeemable class ​ 1,553,276 ​ — ​ 1,553,276 Total income (loss) by class ​ $ 335,386 ​ $ (318,882) ​ 16,504 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares ​ 8,050,000 ​ 2,107,750 ​ ​ Earnings (loss) per share ​ $ 0.04 ​ $ (0.15) ​ ​ Fair value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities. Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the marketable securities held in trust account is determined using the level 1 input. Recently issued accounting standard Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2023
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On March 1, 2022, the Company consummated its IPO of 7,000,000 Units. On March 3, 2022, 1,050,000 additional Units were issued pursuant to the underwriters’ full exercise of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,500,000.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
	Jun. 30, 2023
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated the Private Placements in which the Sponsor purchased (i) 55,000 Private Units at a price of $10.00 per Private Unit, (ii) 3,950,000 $11.50 Private Warrants at a price of $1.00 per $11.50 Private Warrant, and (iii) 1,000,000 $15 Private Warrants at a price of $0.10 per $15 Private Warrant. The aggregate gross proceeds from the sale of Private Placement Securities are $4,600,000. Each $15 Private Warrant, $11.50 Private Warrant and the Private Unit Warrants will entitle the holder to purchase one share of common stock at its respective exercise price.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 10, 2022, the Company issued an aggregate of 2,012,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On January 11, 2022, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s management and board of directors, resulting in the Sponsor holding 1,952,500 Founder Shares. The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Public Shares for cash, securities or other property. Promissory Notes On January 10, 2022, the Company issued an unsecured Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $175,000. On January 10, 2022, the Company drew $150,000 pursuant to the promissory note. The promissory note was subsequently paid off on March 1, 2022. On May 31, 2023, Company issued a non-interest bearing unsecured promissory note in the aggregate principal amount of $405,000 (the “ Sponsor Note ”) to Sponsor. The Sponsor Note is due and payable upon Company’s consummation of an initial business combination with a target business. The Sponsor Note will either be paid in cash upon such consummation, or, at the Sponsor’s discretion, converted into private units at a price of $10.00 per unit. The loan will be forgiven, except to the extent of any funds held outside of the trust account that was established for the benefit of Company’s public stockholders in connection with Company’s initial public offering by the Sponsor or its affiliates if the Company is unable to consummate an initial business combination within the time period provided in the Company’s amended and restated certificate of incorporation. Subsequently the Sponsor Note was amended on June 23, 2023 to increase the amount from $405,000 to $505,000 . Company has drawn $445,000 under the Sponsor Note as of June 30, 2023. On May 31, 2023, Company issued non-interest bearing unsecured promissory notes in the aggregate principal amount of $400,000 (collectively, the “ Target Notes ”) to several lenders, including certain affiliates of iCoreConnect Inc. (“ iCoreConnect ”). The Target Notes are guaranteed by iCoreConnect, and are due and payable upon Company’s consummation of an initial business combination with a target business. The Target Notes will either be paid in cash upon such consummation, or, at the lenders’ discretion, converted into private units at a price of $10.00 per unit. In the event that FGMC is unable to consummate an initial business combination within the time period provided in Company’s amended and restated certificate of incorporation, then the Target Notes shall be deemed to be terminated and no amounts will thereafter be due from Company to the lenders, at which point the aggregate principal amount of the Target Notes shall be immediately due and payable by iCoreConnect, in accordance with the guarantee. Administrative Services Agreement The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor on February 25, 2022 whereby the Sponsor will perform certain services for the Company for a monthly fee of $10,000. For the six months ended June 30, 2023, the total administrative services expense was $30,000.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration right agreement entered into on February 25, 2022, the holders of the Founder Shares and the Private Placement Securities (and their underlying securities) are entitled to registration rights. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights. Underwriting Agreement The Company granted the underwriters a 45-day

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2023
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock – outstanding Common Stock outstanding Warrants — 30-day The $15 Private Warrants will entitle the holder to purchase one common share at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The $11.50 Private Warrants will entitle the holder to purchase one common share at an exercise price of $11.50 per each share, will be exercisable for a period of five years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $11.50 Private Warrants and the shares issuable upon the exercise of the $11.50 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Private Unit Warrants will have terms similar to the Public Warrants underlying the Units sold in the IPO, except that the Private Unit Warrants will be non-redeemable and may be exercised on a cashless basis. Additionally, Private Unit Warrants and the shares issuable upon the exercise of the Private Unit Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2023
INCOME TAXES
INCOME TAXES	NOTE 8. INCOME TAXES The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Internal Revenue Section 195 requires start-up expenditures paid or incurred in connection with investigating the creation or acquisition of an active trade or business to be capitalized for income tax purposes. The capitalized start-up expenditures are placed into service in the month in which an active trade or business begins and amortized ratably over 180 months. The start-up expenditures do not include interest, taxes, or research and experimental expenses. The tax calculation for the six months ended June 30, 2023 took all of the aforementioned Section 195 guidelines into account. For the three months and six months ended , 2023, the provision for income taxes were $211,073 and $396,911, respectively. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of June 30, 2023, the Company recorded a deferred tax asset related to the capitalized start-up costs of $533,693. The Company chose to establish a valuation allowance to reduce the deferred tax asset to $0. It is not guaranteed that the Company will complete a Business Combination, and, even if the Business Combination is successfully completed, that the future Combined Company will be able to utilize the deferred tax asset. The following is a summary of the Company’s net deferred tax asset: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ June 30, 2023 June 20, 2023 Deferred tax assets: ​ ​ Startup and organizational costs ​ $ 162,646 ​ $ 533,693 Total deferred tax asset ​ 162,646 ​ 533,693 Valuation allowance ​ (162,646) ​ (533,693) Deferred tax asset, net of allowance ​ $ — ​ $ — ​ The income tax provision consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ June 30, 2023 June 20, 2023 Federal ​ ​ Current expense ​ $ 211,073 ​ $ 396,911 Deferred benefit ​ (162,646) ​ 533,693 Change in valuation allowance ​ 162,646 ​ (533,693) Income tax provision ​ $ 211,073 ​ $ 396,911 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS On July 12, 2023, The Company filed a joint proxy statement/prospectus with SEC. The special shareholder meeting of the Company to approve the Business Combination has been set for August 11, 2023.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation	Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging growth company	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of estimates	Use of estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023.
Marketable securities held in Trust Account	Marketable securities held in Trust Account At June 30, 2023, substantially all of the assets held in the Trust Account were invested in a money market fund that invests exclusively in short term U.S. Treasury obligations. During the three and six months ended June 30, 2023, the Company withdrew $256,835 and $641,809, respectively in interest income from the Trust Account to pay for its franchise and income taxes.
Common stock subject to possible redemption	Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2023, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.
Deferred offering costs	Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that are charged to shareholders equity upon the completion of the IPO. Offering costs amounting to $1,240,837 (including $750,000 of underwriting fees) were charged to shareholders’ equity upon the completion of IPO. Furthermore, underwriters also received 40,250 Units (“Underwriter Units”), with such Units restricted from sale until the closing of the Business Combination and with no redemption rights from the Trust Account. Each Underwriter Unit consists of one share of common stock of the Company, par value $0.0001 per share and three-quarters of one redeemable warrant (“Underwriter Warrant”), each whole Underwriter Warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share.
Warrants	Warrants The Company accounts for the 6,037,500 Public Warrants, 41,250 Private Unit Warrants, 3,950,000 $11.50 Private Warrant, 1,000,000 $15.00 Private Warrant and 30,188 Underwriter Warrants issued in connection with the IPO and the Private Placements in accordance with the guidance contained in ASC 815-40 “Contracts in Entity’s Own Equity” and ASC 480, “Distinguishing Liabilities from Equity”. The Company’s warrants meet the criteria required to be classified as equity.
Convertible Promissory Notes	Convertible Promissory Notes The Company accounts for its convertible promissory note in accordance with the guidance of ASC 470-20 “Debt – Debt with Conversion and Other Options” and ASC 815-40 “Derivative and Hedging – Contracts in Entity’s Own Equity”, as amended by ASU 2020-06. Company did the analysis and determined there is an embedded derivative which should be bifurcated from the host contract. The company did a fair value analysis and determined the value of the derivative to be insignificant, and therefore, the Company has elected to record the convertible promissory notes as a single liability recorded at its amortized cost.
Income taxes	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. For the three and six month ended June, 2023, there were no amounts accrued for interest or penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Reconciliation of Net Income (Loss) per Common Share	Reconciliation of Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has redeemable and nonredeemable shares of common stock. Income and losses are shared pro rata between the redeemable and nonredeemable shares of common stock. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Diluted net income (loss) per share attributable to stockholders adjusts the basic net income (loss) per share attributable to stockholders and the weighted-average shares of common stock outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income (loss) per share of common stock is the same as basic income (loss) per share of common stock for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts) for the six months ended June 30, 2023: ​ ​ ​ ​ Net Loss from January 1. 2023 to June 30, 2023 $ (127,250) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from January 1, 2023 through June 30, 2023 ​ ​ Redeemable ​ Non- Redeemable ​ ​ ​ ​ Shares Shares Total Total number of shares ​ 8,050,000 ​ 2,107,750 ​ 10,157,750 Ownership percentage ​ 79 % ​ 21 % ​ ​ Total income allocated by class ​ $ (100,845) ​ $ (26,405) ​ $ (127,250) Less: Accretion allocated based on ownership percentage ​ (1,627,192) ​ (426,051) ​ (2,053,243) Plus: Accretion applicable to the redeemable class ​ 2,053,243 ​ — ​ 2,053,243 Total income (loss) by class ​ $ 325,206 ​ $ (452,453) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares ​ 8,050,000 ​ 2,107,750 ​ (127,250) Earnings (loss) per share ​ $ 0.04 ​ $ (0.21) ​ ​ The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts) for the three months ended June 30, 2023: ​ ​ ​ ​ ​ Net income from April 1. 2023 to June 30, 2023 ​ 16,504 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from April 1, 2023 through June 30, 2023 ​ ​ Redeemable ​ Non- Redeemable ​ ​ ​ Shares Shares Total Total number of shares ​ 8,050,000 ​ 2,107,750 ​ 10,157,750 Ownership percentage ​ 79 % ​ 21 % ​ ​ Total income allocated by class ​ $ 13,079 ​ $ 3,425 ​ $ 16,504 Less: Accretion allocated based on ownership percentage ​ (1,230,969) ​ (322,307) ​ (1,553,276) Plus: Accretion applicable to the redeemable class ​ 1,553,276 ​ — ​ 1,553,276 Total income (loss) by class ​ $ 335,386 ​ $ (318,882) ​ 16,504 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares ​ 8,050,000 ​ 2,107,750 ​ ​ Earnings (loss) per share ​ $ 0.04 ​ $ (0.15) ​
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities. Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the marketable securities held in trust account is determined using the level 1 input.
Recently issued accounting standard	Recently issued accounting standard Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of basic and diluted net loss per share of common stock	The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts) for the six months ended June 30, 2023: ​ ​ ​ ​ Net Loss from January 1. 2023 to June 30, 2023 $ (127,250) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from January 1, 2023 through June 30, 2023 ​ ​ Redeemable ​ Non- Redeemable ​ ​ ​ ​ Shares Shares Total Total number of shares ​ 8,050,000 ​ 2,107,750 ​ 10,157,750 Ownership percentage ​ 79 % ​ 21 % ​ ​ Total income allocated by class ​ $ (100,845) ​ $ (26,405) ​ $ (127,250) Less: Accretion allocated based on ownership percentage ​ (1,627,192) ​ (426,051) ​ (2,053,243) Plus: Accretion applicable to the redeemable class ​ 2,053,243 ​ — ​ 2,053,243 Total income (loss) by class ​ $ 325,206 ​ $ (452,453) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares ​ 8,050,000 ​ 2,107,750 ​ (127,250) Earnings (loss) per share ​ $ 0.04 ​ $ (0.21) ​ ​ The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts) for the three months ended June 30, 2023: ​ ​ ​ ​ ​ Net income from April 1. 2023 to June 30, 2023 ​ 16,504 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from April 1, 2023 through June 30, 2023 ​ ​ Redeemable ​ Non- Redeemable ​ ​ ​ Shares Shares Total Total number of shares ​ 8,050,000 ​ 2,107,750 ​ 10,157,750 Ownership percentage ​ 79 % ​ 21 % ​ ​ Total income allocated by class ​ $ 13,079 ​ $ 3,425 ​ $ 16,504 Less: Accretion allocated based on ownership percentage ​ (1,230,969) ​ (322,307) ​ (1,553,276) Plus: Accretion applicable to the redeemable class ​ 1,553,276 ​ — ​ 1,553,276 Total income (loss) by class ​ $ 335,386 ​ $ (318,882) ​ 16,504 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares ​ 8,050,000 ​ 2,107,750 ​ ​ Earnings (loss) per share ​ $ 0.04 ​ $ (0.15) ​

INCOME TAXES (Tables)

INCOME TAXES (Tables)	6 Months Ended
	Jun. 30, 2023
INCOME TAXES
Summary of the Company's net deferred tax asset	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ June 30, 2023 June 20, 2023 Deferred tax assets: ​ ​ Startup and organizational costs ​ $ 162,646 ​ $ 533,693 Total deferred tax asset ​ 162,646 ​ 533,693 Valuation allowance ​ (162,646) ​ (533,693) Deferred tax asset, net of allowance ​ $ — ​ $ —
Schedule of income tax provision	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ June 30, 2023 June 20, 2023 Federal ​ ​ Current expense ​ $ 211,073 ​ $ 396,911 Deferred benefit ​ (162,646) ​ 533,693 Change in valuation allowance ​ 162,646 ​ (533,693) Income tax provision ​ $ 211,073 ​ $ 396,911

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)					3 Months Ended	6 Months Ended
	Feb. 26, 2023 D	Jan. 05, 2023 USD ($) D $ / shares	Mar. 03, 2022 USD ($) $ / shares shares	Mar. 01, 2022 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 $ / shares shares	Feb. 25, 2023 $ / shares shares	Dec. 31, 2022 $ / shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price per unit						$ 10.25
Common shares, par value, (per share)						$ 0.0001			$ 0.0001
Aggregate purchase price | $					$ 25,000
Condition for future business combination use of proceeds percentage						80
Condition For Future Business Combination Threshold Percentage Ownership						50
Condition For Future Business Combination Threshold Net Tangible Assets | $						$ 5,000,000
Redemption limit percentage without prior consent						15
Transaction Costs | $						$ 805,000
Redemption period upon closure						10 days
Maximum allowed dissolution expenses | $						$ 100,000
Preferred Stock, par value (in dollars per share)						$ 0.0001			$ 0.0001
Lock-Up Agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Threshold Lock-Up Period						180 days
Amended and Restated Registration Rights Agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Threshold maximum number of business days to file a resale shelf registration statement | D	20
Sponsor Forfeiture Agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Threshold SPAC Closing Cash | $						$ 20,000,000
FGMC Preferred Stock | Maximum
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Conversion Price		$ 2
Merger Agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Common shares, par value, (per share)		$ 0.0001
Condition For Future Business Combination Threshold Net Tangible Assets | $		$ 5,000,001
Business Combination Consideration, Pre-transaction equity value | $		$ 98,000,000
Merger Agreement | FGMC Preferred Stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Preferred Stock, par value (in dollars per share)		$ 0.0001
Dividend rate per annum		12%
Number of business days after the anniversary of the original issuance, for payment of dividends | D		15
Period after the closing of the Business Combination, for conversion of preferred stock		24 months
Threshold percentage of stock price trigger		140%
Conversion Price		$ 10
Percentage above the simple average of the volume weighted average price, considered for conversion price reset		20%
Number of trading days considered for conversion price reset | D		20
Period after the later of (x) the date hereof or (y) the registration of the Common Stock considered for conversion price reset | D		12
Merger Agreement | iCoreConnect Common Stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Common shares, par value, (per share)		$ 0.001
Conversion Price		$ 10
Warrant share price at $15 | FGMC Preferred Stock | $15 Exercise Price Warrants Purchase Agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Preferred Stock, par value (in dollars per share)						$ 0.0001
Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price per unit						0.10
Public Warrants | Warrant share price at $11.50
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price of warrants						11.50
Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price of warrants						11.50
Private Placement Warrants | Warrant share price at $15
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price per unit				$ 0.10		15
Exercise price of warrants				$ 15		15		$ 15
Price of warrant						$ 15
Sale of private placement warrants (in shares) | shares				1,000,000		1,000,000
Public Warrants expiration term						10 years
Private Placement Warrants | Warrant share price at $15 | $15 Exercise Price Warrants Purchase Agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price of warrants								$ 15
Private Placement Warrants | Warrant share price at $15 | FGMC Preferred Stock | $15 Exercise Price Warrants Purchase Agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares issuable per warrant | shares								1
Preferred Stock, par value (in dollars per share)								$ 0.0001
Private Placement Warrants | Warrant share price at $10
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price of warrants				$ 10
Sale of private placement warrants (in shares) | shares				55,000
Private Placement Warrants | Warrant share price at $11.50
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price per unit				$ 1		$ 11.50
Exercise price of warrants				$ 11.50		11.50
Price of warrant						$ 11.50
Sale of private placement warrants (in shares) | shares				3,950,000		3,950,000
Public Warrants expiration term						5 years
IPO
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units sold | shares				7,000,000			8,050,000
Purchase price per unit			$ 10	$ 10			$ 10
Number of shares in a unit | shares				1
Number of warrants in a unit | shares			0.75
Number of shares issuable per warrant | shares				1		1
Exercise price of warrants				$ 11.50
Proceeds from issuance initial public offering | $			$ 80,500,000	$ 80,500,000
Investment of cash into Trust Account | $				$ 82,512,500
IPO | Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Price of warrant				$ 10
IPO | Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price per unit				$ 10.25
Private Placement | Warrant share price at $15
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price of warrants						$ 15	$ 15
Private Placement | Warrant share price at $10
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units sold | shares							55,000
Purchase price per unit							$ 10
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units sold | shares			1,050,000	1,050,000
Purchase price per unit						11.50
Common shares, par value, (per share)			$ 0.0001
Sponsor | Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price of warrants						$ 10
Proceeds from sale of private placement | $						$ 4,600,000
Sale of private placement warrants (in shares) | shares						55,000
Aggregate purchase price | $						$ 4,600,000
Sponsor | Private Placement | Private Placement Warrants | Warrant share price at $15
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price per unit						$ 0.10
Exercise price of warrants						$ 15
Sale of private placement warrants (in shares) | shares						1,000,000
Sponsor | Private Placement | Private Placement Warrants | Warrant share price at $11.50
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price per unit						$ 1
Exercise price of warrants						$ 11.50
Sale of private placement warrants (in shares) | shares						3,950,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			3 Months Ended	6 Months Ended
	Mar. 03, 2022	Mar. 01, 2022	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Feb. 25, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents			$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties			$ 0	$ 0
Underwriter Units				40,250
Purchase price per unit			$ 10.25	$ 10.25
Interest income withdrawn from Trust Account to pay franchise and income taxes			$ 256,835	$ 641,809	$ 0
Redeemable Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Purchase price per unit			$ 0.0001	$ 0.0001
Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of units sold		7,000,000			8,050,000
Proceeds from issuance initial public offering	$ 80,500,000	$ 80,500,000
Exercise price of warrants		$ 11.50
Number of shares issuable per warrant		1	1	1
Number of warrants in a unit	0.75
Purchase price per unit	$ 10	$ 10			$ 10
Offering costs				$ 1,240,837
Underwriting fees			$ 750,000	$ 750,000
Over-allotment option
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of units sold	1,050,000	1,050,000
Purchase price per unit			$ 11.50	$ 11.50
IPO and Private Placements
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Sale of private placement warrants (in shares)			30,188	30,188
Private Placement Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Exercise price of warrants			$ 11.50	$ 11.50
Warrants outstanding			41,250	41,250
Private Placement Warrants | Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Purchase price per unit		$ 10.25
Private Placement Warrants | Warrant share price at $15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Exercise price of warrants		$ 15	$ 15	$ 15		$ 15
Sale of private placement warrants (in shares)		1,000,000	1,000,000	1,000,000
Price of warrant			$ 15	$ 15
Purchase price per unit		$ 0.10	15	15
Private Placement Warrants | Warrant share price at $10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Exercise price of warrants		$ 10
Sale of private placement warrants (in shares)		55,000
Private Placement Warrants | Warrant share price at $11.50
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Exercise price of warrants		$ 11.50	$ 11.50	$ 11.50
Sale of private placement warrants (in shares)		3,950,000	3,950,000	3,950,000
Price of warrant			$ 11.50	$ 11.50
Purchase price per unit		$ 1	$ 11.50	$ 11.50
Public Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Warrants outstanding			6,037,500	6,037,500
Purchase price per unit			$ 0.10	$ 0.10
Public Warrants | Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Price of warrant		$ 10
Public Warrants | Warrant share price at $11.50
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Exercise price of warrants			$ 11.50	$ 11.50

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Total number of shares	10,157,750				10,157,750
Total income allocated by class	$ 16,504				$ (127,250)
Less: Accretion allocated based on ownership percentage	(1,553,276)				(2,053,243)
Plus: Accretion applicable to the redeemable class	1,553,276				2,053,243
Total income (loss) by class	$ 16,504	$ (143,753)	$ (91,449)	$ (95,306)	$ (127,250)	$ 60,966	$ (186,755)
Weighted average common shares outstanding, basic					(127,250)
Redeemable Shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Total number of shares	8,050,000				8,050,000
Ownership percentage	79%				79%
Total income allocated by class	$ 13,079				$ (100,845)
Less: Accretion allocated based on ownership percentage	(1,230,969)				(1,627,192)
Plus: Accretion applicable to the redeemable class	1,553,276				2,053,243
Total income (loss) by class	$ 335,386				$ 325,206
Weighted average common shares outstanding, basic	8,050,000				8,050,000
Weighted average common shares outstanding, diluted	8,050,000				8,050,000
Earnings (loss) per share, basic	$ 0.04				$ 0.04
Earnings (loss) per share, diluted	$ 0.04				$ 0.04
Non- Redeemable Shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Total number of shares	2,107,750				2,107,750
Ownership percentage	21%				21%
Total income allocated by class	$ 3,425				$ (26,405)
Less: Accretion allocated based on ownership percentage	(322,307)				(426,051)
Total income (loss) by class	$ (318,882)				$ (452,453)
Weighted average common shares outstanding, basic	2,107,750				2,107,750
Weighted average common shares outstanding, diluted	2,107,750				2,107,750
Earnings (loss) per share, basic	$ (0.15)				$ (0.21)
Earnings (loss) per share, diluted	$ (0.15)				$ (0.21)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net Income (Loss)	$ 16,504	$ (143,753)	$ (91,449)	$ (95,306)	$ (127,250)	$ 60,966	$ (186,755)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)			6 Months Ended
	Mar. 03, 2022	Mar. 01, 2022	Jun. 30, 2022	Jun. 30, 2023
INITIAL PUBLIC OFFERING
Purchase price per unit				$ 10.25
IPO
INITIAL PUBLIC OFFERING
Number of units sold		7,000,000	8,050,000
Purchase price per unit	$ 10	$ 10	$ 10
Proceeds from issuance initial public offering	$ 80,500,000	$ 80,500,000
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	1,050,000	1,050,000
Purchase price per unit				$ 11.50

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Feb. 25, 2023	Jun. 30, 2022	Mar. 01, 2022
PRIVATE PLACEMENT
Purchase price per unit	$ 10.25
Private Placement Warrants
PRIVATE PLACEMENT
Exercise price of warrant	$ 11.50
Private Placement Warrants | Warrant share price at $15
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	1,000,000			1,000,000
Exercise price of warrant	$ 15	$ 15		$ 15
Purchase price per unit	$ 15			$ 0.10
Private Placement Warrants | Warrant share price at $11.50
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	3,950,000			3,950,000
Exercise price of warrant	$ 11.50			$ 11.50
Purchase price per unit	11.50			$ 1
Private Placement | Warrant share price at $15
PRIVATE PLACEMENT
Exercise price of warrant	$ 15		$ 15
Private Placement | Sponsor
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	55,000
Exercise price of warrant	$ 10
Aggregate purchase price	$ 4,600,000
Private Placement | Private Placement Warrants | Sponsor | Warrant share price at $15
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	1,000,000
Exercise price of warrant	$ 15
Purchase price per unit	$ 0.10
Private Placement | Private Placement Warrants | Sponsor | Warrant share price at $11.50
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	3,950,000
Exercise price of warrant	$ 11.50
Purchase price per unit	$ 1

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			3 Months Ended	6 Months Ended
	Jan. 11, 2022 shares	Jan. 10, 2022 USD ($) D $ / shares shares	Mar. 31, 2022 USD ($)	Jun. 30, 2022 shares
RELATED PARTY TRANSACTIONS
Number of shares issued				2,012,500
Aggregate purchase price | $			$ 25,000
Founder Shares | Sponsor
RELATED PARTY TRANSACTIONS
Number of shares issued	60,000	2,012,500
Aggregate purchase price | $		$ 25,000
Number of shares holding in entity	1,952,500
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		30
Founder Shares | Sponsor
RELATED PARTY TRANSACTIONS
Percentage of ownership		50%

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		1 Months Ended	6 Months Ended
	Feb. 25, 2022	Jun. 30, 2023	Jun. 30, 2023	Jun. 23, 2023	May 31, 2023	Jan. 10, 2022
Promissory Note with Related Party | Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note						$ 175,000
Amount of borrowed						$ 150,000
Aggregate principal amount				$ 505,000	$ 405,000
Converted into private unit private					$ 10
Proceeds form related party with drawn		$ 445,000
Promissory Note with Related Party | Target Notes
RELATED PARTY TRANSACTIONS
Aggregate principal amount					$ 400,000
Converted into private unit private					$ 10
Administrative Support Agreement | Related Party
RELATED PARTY TRANSACTIONS
Expenses per month	$ 10,000
Administrative Support Agreement | Sponsor
RELATED PARTY TRANSACTIONS
Total administrative services expense			$ 30,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - Over-allotment option - shares	Mar. 03, 2022	Mar. 01, 2022
COMMITMENTS AND CONTINGENCIES
Granted term		45 days
Number of units sold	1,050,000	1,050,000

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
STOCKHOLDERS' EQUITY
Preferred Stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	Jun. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
STOCKHOLDERS' EQUITY
Common Stock, shares authorized	400,000,000	400,000,000
Common Stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common Stock, votes per share | Vote	1
Common Stock, shares issued	2,107,750	0
Common Stock, shares outstanding	2,107,750	0
Common Stock, shares subject to possible redemption	8,050,000	8,050,000

STOCKHOLDERS' EQUITY - Warrants

STOCKHOLDERS' EQUITY - Warrants (Details)	6 Months Ended
	Jun. 30, 2023 D $ / shares	Feb. 25, 2023 $ / shares	Mar. 01, 2022 $ / shares
Private Placement Warrants
STOCKHOLDERS' EQUITY
Exercise price of warrants	$ 11.50
Private Placement Warrants | Warrant share price at $15
STOCKHOLDERS' EQUITY
Exercise price of warrants	$ 15	$ 15	$ 15
Warrant exercisable period	10 years
Private Placement Warrants | Warrant share price at $10
STOCKHOLDERS' EQUITY
Exercise price of warrants			10
Private Placement Warrants | Warrant share price at $11.50
STOCKHOLDERS' EQUITY
Exercise price of warrants	$ 11.50		$ 11.50
Public Warrants
STOCKHOLDERS' EQUITY
Public Warrants exercisable term after the completion of a business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
STOCKHOLDERS' EQUITY
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | D	30
Redemption period	30 days
Public Warrants | Warrant share price at $11.50
STOCKHOLDERS' EQUITY
Exercise price of warrants	$ 11.50

INCOME TAXES - Net deferred tax

INCOME TAXES - Net deferred tax asset (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
INCOME TAXES
Amortized ratably over the period		180 months
Deferred tax assets capitalized start up and organization costs	$ 162,646	$ 533,693
Reduce the deferred tax assets		0
Deferred tax assets:
Startup and organizational costs	162,646	533,693
Total deferred tax asset	$ 162,646	533,693
Valuation allowance		$ (533,693)

INCOME TAXES - Income tax provi

INCOME TAXES - Income tax provision (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Federal
Current expense	$ 211,073	$ 396,911
Deferred benefit	$ (162,646)	533,693
Change in valuation allowance		$ (533,693)