United States securities and exchange commission logo
March 1, 2023
M. Wesley Schrader
Chief Financial Officer
FG Merger Corp.
104 S. Walnut Street, Unit 1A
Itasca, Illinois 60143
Re: FG Merger Corp.
Registration
Statement on Form S-4
Filed February 1,
2023
File No. 333-269515
Dear M. Wesley Schrader:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1. Please disclose whether
your offering is contingent upon final approval of
your NASDAQ listing on
your cover page.
Summary of the Proxy Statement
Redemption Rights, page 27
2. We note your disclosure
showing the potential impact of redemptions on the per share
value of the shares
owned by non-redeeming shareholders assuming no redemptions and
maximum redemptions.
Please revise your disclosure here and elsewhere to show the
impact of interim
redemption levels.
M. Wesley Schrader
FirstName
FG MergerLastNameM. Wesley Schrader
Corp.
Comapany
March NameFG Merger Corp.
1, 2023
March2 1, 2023 Page 2
Page
FirstName LastName
FGMC Proposal 1 - The FGMC Business Combination Proposal
The FGMC Board's Reasons for the Approval of the Business Combination, page 78
3. We note that you based your valuation on forward looking projections
and metrics. Please
also disclose the public market valuation of iCoreConnect at the time
the merger
agreement was entered into, compare that valuation to the value of the
merger
consideration being paid to acquire iCoreConnect, and discuss how the
board viewed any
premium or discount to iCoreConnect's public market valuation and how
that factored into
the Board's decision.
Interests of Certain Persons in the Business Combination, page 81
4. We note your disclosure quantifying the aggregate dollar amount of the
interests of certain
persons in the business combination. To the extent material, include
loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its
affiliates are awaiting
reimbursement. Provide similar disclosure for the company s officers
and directors, if
material.
Material U.S. Federal Income Tax Consequences, page 116
5. We note numerous representations as to the tax consequences affecting
investors. For
example, on page 119, we note your representation that if the business
combination
qualifies as a reorganization under either Section 368(a) of the Code
then U.S. holders
"will generally not recognize a gain or loss" for U.S. federal income
tax purposes on their
shares. We also note that your disclosure that the Merger is not
conditioned on the receipt
of opinions from ArentFox Schiff LLP to the effect that the Merger
will qualify as a as a
reorganization within the meaning of Section 368(a) of the Code.
Please note that
a tax opinion is required where the tax consequences are material to
an investor and a
representation as to tax consequences is set forth in the filing.
Refer to Item 601(b)(8) of
Regulation S-K. To support your conclusions about the tax consequences
of the business
combination, please have counsel provide an opinion that expresses a
conclusion for each
material federal tax consequence, including each consequence set forth
in "Material U.S.
Federal Income Tax Consequences." For guidance, refer to Staff Legal
Bulletin No. 19.
iCoreConnect's Business
Overview, page 124
6. Please disclose the basis for the statement that iCoreConnect is a
"market leading cloud-
based software and technology company."
Legal Proceedings, page 128
7. Please either revise the first risk factor on page 40 or provide a
separate risk factor discussing the material risks associated with the
legal proceedings
described in this section. Please see Item 503(c) of Regulation S-K.
M. Wesley Schrader
FG Merger Corp.
March 1, 2023
Page 3
FGMC's Business
Redemption Rights for Public Stockholders, page 140
8. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
Directors and Executive Officers of FGMC
Conflicts of Interest, page 175
9. We note the table detailing the relevant conflicts of interest of your
executive officers and
directors. We also note that you do not believe that the fiduciary duties
or contractual
obligations of your officers or directors will materially affect your
ability to complete the
business combination. Please clarify how the board considered those
conflicts in
negotiating and recommending the business combination.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241
or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kyle
Wiley, Staff
Attorney, at (202) 344-5791 or Jeff Kauten, Staff Attorney, at (202) 551-3447
with any other
questions.
Sincerely,
FirstName LastNameM. Wesley Schrader
Division of
Corporation Finance
Comapany NameFG Merger Corp.
Office of
Technology
March 1, 2023 Page 3
cc: Giovanni Caruso
FirstName LastName