0000950170-24-131471.txt : 20241127 0000950170-24-131471.hdr.sgml : 20241127 20241127160506 ACCESSION NUMBER: 0000950170-24-131471 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241125 FILED AS OF DATE: 20241127 DATE AS OF CHANGE: 20241127 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERISCOPE CAPITAL INC. CENTRAL INDEX KEY: 0001695320 ORGANIZATION NAME: STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41309 FILM NUMBER: 241510988 BUSINESS ADDRESS: STREET 1: 333 BAY STREET, SUITE 1240 STREET 2: BAY ADELAIDE CENTRE CITY: TORONTO STATE: A6 ZIP: M5H 2R2 BUSINESS PHONE: 416-365-2785 MAIL ADDRESS: STREET 1: 333 BAY STREET, SUITE 1240 STREET 2: BAY ADELAIDE CENTRE CITY: TORONTO STATE: A6 ZIP: M5H 2R2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Periscope SPAC Warrant Opportunity Fund LP CENTRAL INDEX KEY: 0002040036 ORGANIZATION NAME: STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41309 FILM NUMBER: 241510987 BUSINESS ADDRESS: STREET 1: 333 BAY STREET STREET 2: SUITE 1240 CITY: TORONTO STATE: A6 ZIP: M5H 2R2 BUSINESS PHONE: 4163653454 MAIL ADDRESS: STREET 1: 333 BAY STREET STREET 2: SUITE 1240 CITY: TORONTO STATE: A6 ZIP: M5H 2R2 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: iCoreConnect Inc. CENTRAL INDEX KEY: 0001906133 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 529 E. CROWN POINT ROAD STREET 2: SUITE 250 CITY: OCOEE STATE: FL ZIP: 34761 BUSINESS PHONE: 888-810-7706 MAIL ADDRESS: STREET 1: 529 E. CROWN POINT ROAD STREET 2: SUITE 250 CITY: OCOEE STATE: FL ZIP: 34761 FORMER COMPANY: FORMER CONFORMED NAME: FG Merger Corp. DATE OF NAME CHANGE: 20220121 4 1 ownership.xml 4 X0508 4 2024-11-25 true 0001906133 iCoreConnect Inc. ICCT 0001695320 PERISCOPE CAPITAL INC. 333 BAY STREET, SUITE 1240 TORONTO A6 M5H 2R2 ONTARIO, CANADA false false true false 0002040036 Periscope SPAC Warrant Opportunity Fund LP C/O PERISCOPE CAPITAL INC. 333 BAY STREET, SUITE 1240 TORONTO A6 M5H 2R2 ONTARIO, CANADA false false true false false Warrants 2024-11-25 4 S false 37400 0.0015 D Common Stock 187000 319200 I See footnote Warrants 2024-11-25 4 S false 47600 0.0015 D Common Stock 238000 178800 D The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest. Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 1,500 shares of Common Stock, 187,000 shares of Preferred Stock and 50,100 Warrants; (ii) a portion of the portfolio of New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 49,000 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 178,800 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 41,300 Warrants. Periscope, although it directs the voting and disposition of the Common Stock, Preferred Stock and Warrants held by the Funds, only receives an asset-based fee relating to such securities. Pursuant to the Prospectus of the Issuer dated as of October 26, 2023 (the "Prospectus"), each share of Preferred Stock (i) was originally exercisable at a price of $10.00, which exercise price was adjusted to $2.00 as confirmed by the Issuer to Periscope on September 27, 2024, subject to further adjustment as specified in the Prospectus, at a ratio determined by dividing $10.00 by the then-current exercise price (i.e., five shares of Common Stock for each share of Preferred Stock as of the date of this filing) and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus. Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus. On November 25, 2024, Nautilus MF sold 11,900 Warrants, NH TAF sold 13,000 Warrants, PF LP sold 1,500 Warrants, Periscope SPAC WOF sold 47,600 Warrants and Periscope TRF sold 11,000 Warrants. Periscope Capital Inc., By: /s/ Lisa Shostack, General Counsel 2024-11-27 Periscope SPAC Warrant Opportunity Fund LP, By: Periscope Capital Inc., its investment advisor, By: /s/ Lisa Shostack, General Counsel 2024-11-27