United States securities and exchange commission logo





                                October 4, 2023

       Robert McDermott
       Chief Executive Officer
       iCoreConnect Inc.
       529 Crown Point Road, Suite 250
       Ocoee, Florida 34761

                                                        Re: iCoreConnect Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed September 20,
2023
                                                            File No. 333-274607

       Dear Robert McDermott:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

       Registration Statement on Form S-1

       Cover Page

   1.                                                   For each of the
securities being registered for resale, disclose the price that the selling
                                                        securityholders paid
for such securities.
   2.                                                   We note the warrants
are out of the money. Please disclose the likelihood that warrant
                                                        holders will not
exercise their warrants. Provide similar disclosure in the prospectus
                                                        summary, risk factors,
MD&A and use of proceeds section and disclose that cash proceeds
                                                        associated with the
exercises of the warrants are dependent on the stock price. As
                                                        applicable, describe
the impact on your liquidity and update the discussion on the ability
                                                        of your company to fund
your operations on a prospective basis with your current cash on
                                                        hand.
 Robert McDermott
FirstName  LastNameRobert McDermott
iCoreConnect  Inc.
Comapany
October    NameiCoreConnect Inc.
        4, 2023
October
Page 2 4, 2023 Page 2
FirstName LastName
3.       We note the significant number of redemptions of your common stock in
connection with
         your business combination and that the shares being registered for
resale will constitute a
         considerable percentage of your public float. We also note that most
of the shares being
         registered for resale were purchased by the selling securityholders
for prices considerably
         below the current market price of the common stock. Highlight the
significant negative
         impact sales of shares on this registration statement could have on
the public trading price
         of the common stock.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
30

4.       We note that the projected revenues for 2023 were $18.072 million, as
set forth in the
         unaudited projected financial information management prepared and
provided to the
         Board, the company   s financial advisor and FGMC in connection with
the evaluation of
         the Business Combination. We also note that your actual revenues for
the Six Months
         Ended June 30, 2023, was approximately $3,696,519 million. It appears
that you will miss
         your 2023 revenue projection. Please update your disclosure in
Liquidity and Capital
         Resources, and elsewhere, to provide updated information about the
company   s financial
         position and further risks to the business operations and liquidity in
light of these
         circumstances.
5.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the common
         stock, expand your discussion of capital resources to address any
changes in the
         company   s liquidity position since the business combination. If the
company is likely to
         have to seek additional capital, discuss the effect of this offering
on the company   s ability
         to raise additional capital.
6.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock. Your
discussion should
         highlight the fact that FG Merger Investors LLC, a beneficial owner of
over 80% of your
         outstanding shares, will be able to sell all of its shares for so long
as the registration
         statement of which this prospectus forms a part is available for use.
 Robert McDermott
FirstName  LastNameRobert McDermott
iCoreConnect  Inc.
Comapany
October    NameiCoreConnect Inc.
        4, 2023
October
Page 3 4, 2023 Page 3
FirstName LastName
General

7.       Revise your prospectus to disclose the price that each selling
securityholder paid for the
         securities being registered for resale. Highlight any differences in
the current trading
         price, the prices that the Sponsor and other selling securityholders
acquired their shares
         and warrants, and the price that the public securityholders acquired
their shares and
         warrants. Disclose, if true, that while the Sponsor and other selling
securityholders may
         experience a positive rate of return based on the current trading
price, the public
         securityholders may not experience a similar rate of return on the
securities they
         purchased due to differences in the purchase prices and the current
trading price. Please
         also disclose the potential profit the selling securityholders will
earn based on the current
         trading price.
        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.

       Please contact Kyle Wiley at 202-344-5791 or Jeff Kauten at 202-551-3447
with any
other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology
cc:      Cavas Pavri