FG Merger today said it will move its merger deadline from June 1 to Sept. 1, giving the SPAC three more months to close on its deal with iCoreConnect, a SaaS company with an enterprise and healthcare workflow platform.
In consideration to shareholders for the extra time, FG’s sponsor will deposit $805,000 into trust before June 1.
The deal carries a pro forma enterprise value of $98 million. If approved, iCoreConnect would uplist from the OTC market to the Nasdaq, and trade under the ticker symbol ICCT.
The transaction is expected to deliver up to $82.5 million of gross proceeds to the combined company from the FGMC trust account, if there are no redemptions.
Existing FGMC shareholders who choose not to redeem their shares will have 100% of their equity converted into preferred stock of the combined company. The preferred stock will have a 12% coupon payable in cash or paid-in-kind for the first 24 months after the close of the transaction and cash thereafter. The initial conversion price from common stock to preferred stock will be at $10 per share. A reset to the holder of $10 or 20% above the simple average volume weighted average price will occur 12 months after the closing of the transaction. The reset price can be no greater than $10 per share, and no less than $2.
iCoreConnect shareholders would receive common stock in the combined company.
The transaction has no minimum cash condition, however, if the closing cash is less than $20 million then the sponsor has agreed to forfeit any dividends accrued on its shares of preferred stock. Read more.
