tm234389-17_424b3 - none

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-269515

JOINT PROXY STATEMENT/PROSPECTUS
DATED MAY 3, 2023

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

PROXY STATEMENT FOR SPECIAL MEETING OF
FG MERGER CORP.

PROXY STATEMENT FOR SPECIAL MEETING OF
ICORECONNECT INC.

On January 5, 2023, FG Merger Corp., a Delaware corporation (“FGMC”), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among FGMC, FG Merger Sub Inc., a Nevada corporation and a direct, wholly-owned subsidiary of FGMC (“Merger Sub”), and iCoreConnect Inc., a Nevada corporation (“iCoreConnect”).

The Merger Agreement provides that, among other things, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into iCoreConnect (the “Merger”), with iCoreConnect surviving as a wholly-owned subsidiary of FGMC. In connection with the Merger, FGMC will change its name to “iCoreConnect Inc.” The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.”

Pre-Closing FGMC Conversion

Prior to the Closing, each share of FGMC common stock, par value $0.0001 (“FGMC Common Stock”) shall be converted into shares of newly issued FGMC preferred stock, par value $0.0001 (“FGMC Preferred Stock”). This transaction is referred to herein as the “FGMC Common Conversion.” The FGMC Preferred Stock shall have the rights, preferences, powers, privileges and restrictions, qualifications and limitations as set forth in Exhibit D to the Merger Agreement, including but not limited to:

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The conversion price (“Conversion Price”) for the FGMC Preferred Stock shall initially be $10.00 per share; provided that the Conversion Price shall be reset to the lesser of $10.00 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) date of the issuance of any shares of FGMC Preferred Stock or (y) the registration of the FGMC Common Stock underlying the FGMC Preferred Stock; provided further that such Conversion Price shall be no greater than $10.00 and no less than $2.00 and subject to appropriate and customary adjustment.

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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).

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Dividends shall accrue from day to day and shall be cumulative and shall be payable within fifteen (15) business days after the end of the Combined Company’s second quarter, which is June 30, commencing with the quarter ending June 30, 2024 to each holder of FGMC Preferred Stock as of such date.

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After twenty-four (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 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.

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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

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accruing dividends on the FGMC Preferred Stock by issuing and delivering additional shares of FGMC Preferred Stock to the holders thereof.

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FGMC shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of FGMC unless the holders of the FGMC Preferred Stock then outstanding shall first receive, or simultaneously receive, dividends due and owing on each outstanding share of FGMC Preferred Stock.

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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.

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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.

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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 (which shall also be automatically converted into shares of FGMC Common Stock using the then in effect Conversion Price) or (ii) paying cash.

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The holders of FGMC Preferred Stock will not be entitled to vote on any matters submitted to the stockholders of FGMC.

The foregoing description of the terms of the FGMC Preferred Stock is subject to and qualified in its entirety by reference to the full text of Exhibit D to the Merger Agreement, a copy of which is attached as Annex A hereto.

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”) shall be exercised into shares of iCoreConnect Common Stock (ii) each issued and outstanding warrant to purchase iCoreConnect Common Stock shall be exercised into shares of iCoreConnect Common Stock and (iii) the outstanding principal together with all accrued and unpaid interest under each iCoreConnect convertible promissory note shall be converted into shares of 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).

FGMC and iCoreConnect will each hold special meetings of their respective stockholders in connection with the proposed Business Combination, which are referred to as the “FGMC Special Meeting” and the “iCoreConnect Special Meeting”, respectively.

FGMC is a blank check company incorporated in Delaware on December 23, 2020. FGMC was formed for the purpose of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “business combination”). At the FGMC Special Meeting, FGMC stockholders will be asked to consider and vote on

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(1) the proposal to adopt the Merger Agreement and the related transactions (the “FGMC Business Combination Proposal”, (2) the proposal to adopt an amendment and restatement (the “Second Amended and Restated Certificate”) to the amended and restated certificate of incorporation of FGMC (the “Current Charter”), whereby in connection with the Closing, FGMC and the stockholders of FGMC shall effectuate an equity conversion, in which the FGMC Common Stock outstanding as of the date thereof is converted into a single class of FGMC Preferred Stock with the rights and obligations outlined in the Second Amended and Restated Certificate (“FGMC Common Conversion Proposal”); (3) the proposal to approve an amendment and restatement (the “Proposed Charter”) of FGMC’s Current Charter (“the FGMC Charter Amendment Proposal”), (4) the proposal to approve and adopt, on a non-binding advisory basis, certain differences in the governance provisions set forth in the Proposed Charter as compared to the Current Charter, which are being presented in accordance with the requirements of the SEC as separate sub-proposals (which we refer to, collectively, as the “FGMC Advisory Charter Proposals”); (5) a proposal to approve the issuance of more than 20% of the issued and outstanding shares of FGMC Common Stock in connection with the issuance of a maximum of 9,800,000 shares of FGMC Common Stock (subject to adjustment as described elsewhere herein) pursuant to the terms of the Merger Agreement (such proposal, the “FGMC Nasdaq Proposal”); (6) a proposal to elect, effective as of the consummation of the Business Combination, a total of five directors to serve on the board of directors of the Combined Company (the “FGMC Directors Proposal”); (7) a proposal to approve the iCoreConnect 2023 Stock Plan, a copy of which is attached to this joint proxy statement/prospectus as Annex D in connection with the Business Combination (the “FGMC Incentive Plan Proposal”); (8) to amend the Current Charter to expand the methods that FGMC may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (the “FGMC NTA Requirement Amendment Proposal”) and (9) the proposal to adjourn the FGMC Special Meeting to solicit additional proxies if there are not sufficient votes to approve the FGMC Business Combination Proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to FGMC stockholders. The FGMC board of directors unanimously recommends that FGMC stockholders vote “FOR” each of the proposals to be considered at the FGMC Special Meeting.

iCoreConnect, a Nevada corporation, is a cloud-based software and technology company focused on increasing workflow productivity and customer profitability through its enterprise platform of applications and services. At the iCoreConnect Special Meeting, iCoreConnect stockholders will be asked to consider and vote on (1) the proposal to adopt the Merger Agreement and the related transactions (the “iCoreConnect Business Combination Proposal”) and (2) the proposal to adjourn the iCoreConnect Special Meeting to solicit additional proxies if there are not sufficient votes to approve the iCoreConnect Business Combination Proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to iCoreConnect stockholders. The iCoreConnect board of directors unanimously recommends that iCoreConnect’s stockholders vote “FOR” each of the proposals to be considered at the iCoreConnect Special Meeting.

It is anticipated that upon completion of the Business Combination, iCoreConnect’s stockholders would own approximately 32% of the Combined Company, FGMC’s public stockholders would own approximately 45% of the Combined Company, FG Merger Investors LLC (the “Sponsor”) and FGMC’s, officers, directors and advisors (collectively the “Initial Stockholders”) would own approximately 23% of the Combined Company. The ownership percentage with respect to the Combined Company does not take into account the redemption of any shares by FGMC’s public stockholders. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by FGMC’s stockholders in the Combined Company will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

iCoreConnect’s common stock is quoted on OTC Link (previously “Pink Sheets”) operated by OTC Markets Group Inc. (“OTC Link”) and was eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3) under the symbol “ICCT”. FGMC’s common stock, units and warrants are traded on Nasdaq under the symbols “FGMC,” FGMCU” and “FGMCW,” respectively.

We have filed a listing application with Nasdaq to list the common stock of the Combined Company on Nasdaq under the symbol “ICCT” and, if eligible for listing, the preferred stock of the Combined Company on Nasdaq under the symbol “ICCTP”. The obligation of iCoreConnect to consummate the Business Combination, is subject to the satisfaction or waiver of, among other things, that the common stock of the Combined Company shall be listed on Nasdaq as of the Closing date. If iCoreConnect elects to waive this closing condition, we may not be listed on Nasdaq at the Closing. As of May 2, 2023, there was approximately $84.5 million in FGMC’s trust account (the “Trust Account”). On April 13, 2023, the record

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date for the FGMC Special Meeting and the iCoreConnect Special Meeting (the “Record Date”), the last sale price of FGMC Common Stock was $10.42 and the last sale price of iCoreConnect’s common stock was $0.129.

Each stockholder’s vote is very important. Whether or not you plan to participate in the FGMC Special Meeting and the iCoreConnect Special Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the FGMC Special Meeting and the iCoreConnect Special Meeting. Voting by proxy will not prevent a stockholder from voting at the FGMC Special Meeting or the iCoreConnect Special Meeting if such stockholder subsequently chooses to participate in the FGMC Special Meeting or the iCoreConnect Special Meeting.

We encourage you to read this joint proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 38.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated May 3, 2023, and is first being mailed to stockholders of FGMC and stockholders of iCoreConnect on or about May 4, 2023.

/s/ M. Wesley Schrader

M. Wesley Schrader
Chief Executive Officer
FG Merger Corp.
May 3, 2023

/s/ Robert P. McDermott

Robert P. McDermott
Chief Executive Officer
iCoreConnect Inc.
May 3, 2023

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FG Merger Corp.
104 S. Walnut Street, Unit 1A
Itasca, Illinois 60143
708-870-7365

NOTICE OF SPECIAL MEETING OF
FG MERGER CORP STOCKHOLDERS
To Be Held on May 26, 2023

To FG Merger Corp. Stockholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a special meeting of the stockholders of FG Merger Corp, a Delaware corporation (“FGMC”), which will be held at 10:00 a.m., Eastern time, on May 26, 2023 (the “FGMC Special Meeting”). In light of COVID-19 we will hold the meeting virtually. You can participate in the FGMC Special Meeting as described in “The FGMC Special Meeting.”

During the FGMC Special Meeting, FGMC’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “FGMC Proposals”:

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FGMC Proposal 1 — The FGMC Business Combination Proposal — to consider and vote upon a proposal to approve the Merger Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of January 5, 2023, by and among FGMC, FG Merger Sub Inc., a Nevada corporation and a direct, wholly-owned subsidiary of FGMC (“Merger Sub”), and iCoreConnect Inc., a Nevada corporation (“iCoreConnect”) and the transactions contemplated thereby (the “Business Combination”), a copy of which is attached to this joint proxy statement/prospectus as Annex A. This Proposal is referred to as the “FGMC Business Combination Proposal” or “FGMC Proposal 1.”

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FGMC Proposal 2 — The FGMC Common Conversion Proposal — to adopt an amendment and restatement (the “Second Amended and Restated Certificate”) to the amended and restated certificate of incorporation of FGMC (the “Current Charter”), whereby in connection with the Closing, FGMC and the stockholders of FGMC shall effectuate an equity conversion, in which the FGMC Common Stock outstanding as of the date thereof is converted into a single class of FGMC Preferred Stock with the rights and obligations outlined in the Second Amended and Restated Certificate.. This Proposal is referred to as the “FGMC Common Conversion Proposal” or “FGMC Proposal 2.”

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FGMC Proposal 3 — The FGMC Charter Amendment Proposal — to approve an amendment and restatement (the “Proposed Charter”) of FGMC’s amended and restated certificate of incorporation (the “Current Charter”) in the form of the Proposed Charter attached to this joint proxy statement/prospectus as Annex C to, among other things, change the name of FGMC to ‘iCoreConnect Inc.” and effect the amendments relating to corporate governance described below in FGMC Proposal 4. This Proposal is called the “FGMC Charter Amendment Proposal” or “FGMC Proposal 3.”

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FGMC Proposal 4 — The FGMC Advisory Charter Proposals — to approve and adopt, on a non-binding advisory basis, certain differences in the governance provisions set forth in the Proposed Charter, as compared to FGMC’s Current Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as separate sub-proposals. These Proposals are called the “FGMC Advisory Charter Proposals” or “FGMC Proposal 4.”

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FGMC Proposal 4(A) — that, upon the consummation of the Business Combination, the Bylaws of FGMC (“Current Bylaws”) be succeeded by the proposed new bylaws (“Proposed Bylaws”) of the Combined Company, a copy of which is attached to this joint proxy statement/prospectus as Annex C-2;

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FGMC Proposal 4(B) — that the authorized capital of the Combined Company will be (a) 100,000,000 shares of common stock, par value $0.0001 per share, and (b) 40,000,000 shares of preferred stock, par value $0.0001 per share;

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FGMC Proposal 4(C) — that the Combined Company’s corporate existence will be perpetual, and to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies; and

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FGMC Proposal 4(D) — that, upon the consummation of the Business Combination, all other changes necessary or desirable in connection with the approval of the Proposed Charter and Proposed Bylaws as part of the Business Combination are approved.

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FGMC Proposal 5 — The FGMC Nasdaq Proposal — to consider and vote upon a proposal to approve the issuance of more than 20% of the issued and outstanding shares of FGMC Common Stock in connection with the issuance of a maximum of 9,800,000 shares of FGMC Common Stock (subject to adjustment as described elsewhere herein) pursuant to the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rules 5635(a), (b), (c) and (d). This Proposal is called the “FGMC Nasdaq Proposal” or “FGMC Proposal 5.”

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FGMC Proposal 6 — The FGMC Directors Proposal — to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, Robert McDermott, Kevin Patrick McDermott, Harry Joseph Travis, John Robert Pasqual and Joseph Anthony Gitto to serve on the Combined Company’s board of directors until their respective successors are duly elected and qualified (we refer to this proposal as the “Directors Proposal”);

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FGMC Proposal 7 — The FGMC Incentive Plan Proposal — to approve the 2023 Stock Plan (the “Incentive Plan”), a copy of which is attached to this joint proxy statement/prospectus as Annex D, in connection with the Business Combination. This Proposal is called the “FGMC Incentive Plan Proposal” or “FGMC Proposal 7”;

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FGMC Proposal 8 — The NTA Requirement Amendment Proposal — to amend the Current Charter to expand the methods that FGMC may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission. This Proposal is called the “FGMC NTA Requirement Amendment Proposal” or “FGMC Proposal 8”; and

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FGMC Proposal 9 — The FGMC Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the FGMC Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the FGMC Business Combination Proposal, in the event FGMC does not receive the requisite stockholder vote to approve such proposal. This Proposal is called the “FGMC Adjournment Proposal” or “FGMC Proposal 9.”

It is important for you to note that in the event that the FGMC Business Combination Proposal is not approved, FGMC will not consummate the Business Combination. If FGMC does not consummate the Business Combination and fails to complete an initial business combination by June 1, 2023, or September 1, 2023 if FGMC’s time to complete a business combination is extended as described herein, FGMC will be required to dissolve and liquidate, unless FGMC seeks stockholder approval to amend FGMC’s certificate of incorporation to extend the date by which a business combination may be consummated.

Approval of the FGMC Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of FGMC Common Stock, present in person by virtual attendance or represented by proxy, and entitled to vote at the FGMC Special Meeting. Abstentions will have the effect of a vote “AGAINST” such proposal. Broker non-votes will have no effect on the outcome of each proposal.

Approval of the FGMC Common Conversion Proposal requires the vote of the majority of the outstanding shares of FGMC Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the FGMC Common Conversion Proposal.

Approval of the FGMC Charter Amendment Proposal requires the vote of the majority of the outstanding shares of FGMC Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the FGMC Charter Amendment Proposal.

Approval of each FGMC Advisory Charter Proposal is a non-binding advisory vote, and will require the affirmative vote of the majority of the issued and outstanding shares of FGMC Common Stock, present in person by virtual attendance or represented by proxy, and entitled to vote at the FGMC Special Meeting. Abstentions will have effect of a vote “AGAINST” the FGMC Advisory Charter Proposals. Broker non-votes have no effect on the outcome of the FGMC Advisory Charter Proposals.

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Approval of the FGMC NTA Requirement Amendment Proposal requires the vote of the majority of the outstanding shares of FGMC Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the FGMC NTA Requirement Amendment Proposal.

Approval of each of the FGMC Nasdaq Proposal, the FGMC Incentive Plan Proposal, and the FGMC Adjournment Proposal will each require the affirmative vote of the holders of a majority of the shares of FGMC Common Stock present in person by virtual attendance or represented by proxy, and entitled to vote at the FGMC Special Meeting. Abstentions will have the effect of a vote “AGAINST” each such proposal. Broker non-votes have no effect on the outcome of each proposal.

Approval of the FGMC Directors Proposal requires the vote of a plurality of the shares of the FGMC Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the FGMC Special Meeting. Votes “withheld” and broker non-votes will have no effect on the vote for the FGMC Directors Proposal.

As of April 13, 2023, there were 10,157,750 shares of FGMC Common Stock issued and outstanding and entitled to vote. Only FGMC stockholders of record who hold their shares as of the close of business on April 13, 2023 are entitled to vote at the FGMC Special Meeting or any adjournment of the FGMC Special Meeting. This joint proxy statement/prospectus is first being mailed to FGMC stockholders on or about May 4, 2023.

This joint proxy statement/prospectus provides you with important information about the stockholder meetings, the Business Combination, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” beginning on page 38 for a discussion of risks relevant to the Business Combination.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the FGMC Special Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the FGMC Special Meeting no later than the time appointed for the FGMC Special Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of FGMC Common Stock online if you subsequently choose to participate in the FGMC Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the FGMC Special Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the Record Date may vote at the FGMC Special Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the FGMC Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the FGMC Special Meeting.

You may revoke a proxy at any time before it is voted at the FGMC Special Meeting by executing and returning a proxy card dated later than the previous one, by participating in the FGMC Special Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to FGMC’s proxy solicitor, Advantage Proxy, that is received by the proxy solicitor before we take the vote at the FGMC Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

FGMC’s board of directors recommends that FGMC stockholders vote “FOR” approval of each of the Proposals. When you consider FGMC’s board of director’s recommendation of these proposals, you should keep in mind that FGMC’s directors and officers have interests in the Business Combination that may conflict with or differ from your interests as a stockholder. See the section titled “FGMC Proposal 1 — The FGMC Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

On behalf of FGMC’s board of directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

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By Order of the Board of Directors,

/s/ M. Wesley Schrader

M. Wesley Schrader
Chief Executive Officer
FG Merger Corp.
May 3, 2023

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

YOU WILL BE ENTITLED TO RECEIVE CASH FOR ANY PUBLIC SHARES OF FGMC COMMON STOCK TO BE REDEEMED ONLY IF YOU: (I) (A) HOLD PUBLIC SHARES OF FGMC COMMON STOCK, OR (B) HOLD PUBLIC SHARES OF FGMC COMMON STOCK THROUGH FGMC UNITS AND YOU ELECT TO SEPARATE YOUR FGMC UNITS INTO THE UNDERLYING PUBLIC SHARES AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES OF FGMC COMMON STOCK; AND (II) PRIOR TO 5:00 P.M., EASTERN TIME, ON MAY 24, 2023, (A) SUBMIT A WRITTEN REQUEST TO CONTINENTAL STOCK TRANSFER & TRUST (“CONTINENTAL”) THAT FGMC REDEEM YOUR PUBLIC SHARES OF FGMC COMMON STOCK FOR CASH AND (B) DELIVER YOUR PUBLIC SHARES OF FGMC COMMON STOCK TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY THROUGH DTC.

HOLDERS OF OUTSTANDING FGMC UNITS MUST SEPARATE THE UNDERLYING PUBLIC SHARES OF FGMC COMMON STOCK PRIOR TO EXERCISING REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES OF FGMC COMMON STOCK. IF THE FGMC UNITS ARE REGISTERED IN A HOLDER’S OWN NAME, THE HOLDER MUST DELIVER THE CERTIFICATE FOR ITS FGMC UNITS TO CONTINENTAL, WITH WRITTEN INSTRUCTIONS TO SEPARATE THE FGMC UNITS INTO THEIR INDIVIDUAL COMPONENT PARTS. THIS MUST BE COMPLETED FAR ENOUGH IN ADVANCE TO PERMIT THE MAILING OF THE CERTIFICATES BACK TO THE HOLDER SO THAT THE HOLDER MAY THEN EXERCISE HIS, HER OR ITS REDEMPTION RIGHTS UPON THE SEPARATION OF THE PUBLIC SHARES OF FGMC COMMON STOCK FROM THE FGMC UNITS.

IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC FGMC SHARES OF COMMON STOCK WILL NOT BE REDEEMED FOR CASH.

IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE FGMC SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS JOINT PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

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ICORECONNECT INC.
529 Crown Point Road, Suite 250
Ocoee, FL 34761
Telephone: 888-810-7706

NOTICE OF SPECIAL MEETING OF
ICORECONNECT INC. STOCKHOLDERS
To Be Held on May 19, 2023

To the Stockholders of iCoreConnect, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting stockholders (the “iCoreConnect Special Meeting”) of iCoreConnect, Inc., a Nevada corporation (“iCoreConnect,” “we,” “our” or “us”), will be held on May 19, 2023, at 9:00 a.m., Eastern time. You are cordially invited to attend the iCoreConnect Special Meeting for the following purposes:

iCoreConnect Proposal 1: The “iCoreConnect Business Combination Proposal” — to consider and vote upon a proposal to approve the Merger Agreement and Plan of Reorganization, dated as of January 5, 2023 (as amended and supplemented to date, the “Merger Agreement”), by and between iCoreConnect, FG Merger Corp., a Delaware corporation (“FGMC”), and FG Merger Sub Inc., a Nevada corporation and a direct, wholly-owned subsidiary of FGMC (“Merger Sub”), and the transactions contemplated thereby (the “Business Combination”), a copy of which is attached to this joint proxy statement/prospectus as Annex A.

iCoreConnect Proposal 2: The “iCoreConnect Adjournment Proposal” — to approve a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the iCoreConnect Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Your attention is directed to the joint proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Merger and Business Combination and, related transactions, and each of our proposals. We encourage you to read this joint proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, at 877-870-8565, or banks and brokers can call collect at 206-870-8565, or by emailing KSmith@advantageproxy.com.

It is important for you to note that in the event that the iCoreConnect Business Combination Proposal is not approved, iCoreConnect will not consummate the Business Combination.

Approval of the iCoreConnect Business Combination Proposal, and the iCoreConnect Adjournment Proposal each requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the iCoreConnect Special Meeting.

As of April 13, 2023, there were 196,352,726 shares of iCoreConnect Common Stock issued and outstanding and entitled to vote. Only iCoreConnect stockholders of record who hold shares of iCoreConnect Common Stock as of the close of business on April 13, 2023 are entitled to vote at the iCoreConnect Special Meeting or any adjournment thereof. This joint proxy statement/prospectus is first being mailed to holders of iCoreConnect Common Stock on or about May 4, 2023.

The accompanying joint proxy statement/prospectus provides you with important information about the stockholder meetings, the Business Combination, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” beginning on page 37 for a discussion of risks relevant to the Business Combination.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the iCoreConnect Special Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the iCoreConnect Special Meeting

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no later than the time appointed for the iCoreConnect Special Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of iCoreConnect Common Stock online if you subsequently choose to participate in the iCoreConnect Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the iCoreConnect Special Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the Record Date may vote at the iCoreConnect Special Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the iCoreConnect Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the iCoreConnect Special Meeting.

You may revoke a proxy at any time before it is voted at the iCoreConnect Special Meeting by executing and returning a proxy card dated later than the previous one, by participating in the iCoreConnect Special Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Advantage Proxy, that is received by the proxy solicitor before we take the vote at the iCoreConnect Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

iCoreConnect’s board of directors recommends that holders of iCoreConnect Common Stock vote “FOR” approval of each of the iCoreConnect Business Combination Proposal, and the iCoreConnect Adjournment Proposal. When you consider iCoreConnect’s Board of Director’s recommendation of these proposals, you should keep in mind that iCoreConnect’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as an iCoreConnect stockholder. See the section titled iCoreConnect Proposal 1 — Interests of Certain Persons in the Business Combination.”

On behalf of iCoreConnect’s Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

By Order of the Board of Directors,

/s/ Robert McDermott

Robert McDermott
President and Chief Executive Officer
iCoreConnect Inc.
May 3, 2023

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by FGMC, constitutes a prospectus of FGMC under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of FGMC Common Stock to be issued to iCoreConnect’s stockholders under the Merger Agreement and the shares of FGMC Preferred Stock to be issued to FGMC stockholders pursuant to the FGMC Common Conversion as described herein. This document also constitutes a joint proxy statement of FGMC and iCoreConnect under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the FGMC Special Meeting and a notice of meeting with respect to the iCoreConnect Special Meeting.

You should rely only on the information contained in this joint proxy statement/prospectus in deciding how to vote on the Business Combination. Neither FGMC nor iCoreConnect has authorized anyone to give any information or to make any representations other than those contained in this joint proxy statement/prospectus. Do not rely upon any information or representations made outside of this joint proxy statement/prospectus. The information contained in this joint proxy statement/prospectus may change after the date of this joint proxy statement/prospectus. Do not assume after the date of this joint proxy statement/prospectus that the information contained in this joint proxy statement/prospectus is still correct.

Information contained in this joint proxy statement/prospectus regarding FGMC and its business, operations, management and other matters has been provided by FGMC and information contained in this joint proxy statement/prospectus regarding iCoreConnect and its business, operations, management and other matters has been provided by iCoreConnect.

This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All references in this joint proxy statement/prospectus to “FGMC” refer to FG Merger Corp., a Delaware corporation; all references to “Merger Sub” refer to FG Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of FGMC formed for the purpose of effecting the Business Combination as described in this joint proxy statement/prospectus. All references in this joint proxy statement/prospectus to “iCoreConnect” refer to iCoreConnect Inc., a Nevada corporation. All references in this joint proxy statement/prospectus to the “Combined Company” refer to FGMC immediately following completion of the Business Combination, pursuant to which iCoreConnect will become a wholly-owned subsidiary of FGMC, and the other transactions contemplated by the Merger Agreement.

All references in this joint proxy statement/prospectus to “FGMC Common Stock” refer to the common stock, par value $0.0001 per share, of FGMC, and all references in this joint proxy statement/prospectus to “iCoreConnect Common Stock” refer to the common stock, par value $0.001 per share of iCoreConnect. All references in this joint proxy statement/prospectus to “Combined Company Common Stock” refer to the common stock, par value $0.0001 per share, of the post-Closing Combined Company, and all references in this joint proxy statement/prospectus to “FGMC Preferred Stock” refer to the preferred stock, par value $0.0001 per share of the post-Closing Combined Company.

MARKET AND INDUSTRY DATA

Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and iCoreConnect’s and FGMC’s own internal estimates and research. While iCoreConnect and FGMC believe these third-party sources to be reliable as of the date of this joint proxy statement/prospectus, iCoreConnect and FGMC have not independently verified the market and industry data contained in this joint proxy statement/prospectus or the underlying assumptions relied on therein. Finally, while iCoreConnect and FGMC believe their own internal research is reliable, such research has not been verified by any independent source.

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TRADEMARKS

This document may contain references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this joint proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. iCoreConnect and FGMC do not intend the use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship by any other companies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of FGMC and/or iCoreConnect and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this joint proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of iCoreConnect” and “iCoreConnect’s Business.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of iCoreConnect and FGMC, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by iCoreConnect and FGMC and the following:

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the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect iCoreConnect or the expected benefits of the Business Combination, if not obtained;

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the inability of FGMC to successfully consummate the FGMC Common Conversion;

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the failure to realize the anticipated benefits of the Business Combination;

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the ability of FGMC prior to the Business Combination, and the Combined Company following the Business Combination, to list and/or maintain the listing of the Combined Company’s securities, as applicable, on Nasdaq;

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costs related to the Business Combination;

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the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the definitive merger agreement by the stockholders of FGMC and of iCoreConnect;

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the risk that the Business Combination may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline;

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the outcome of any legal proceedings that may be instituted against FGMC or iCoreConnect related to the Business Combination;

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the attraction and retention of qualified directors, officers, employees and key personnel of FGMC and iCoreConnect prior to the Business Combination, and the Combined Company following the Business Combination;

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the ability of iCoreConnect to compete effectively in a highly competitive market;

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the ability to protect and enhance iCoreConnect’s corporate reputation and brand;

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the impact from future regulatory, judicial, and legislative changes in iCoreConnect’s industry;

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risk that the COVID-19 pandemic, and local, state and federal responses to addressing the COVID-19 pandemic, may have an adverse effect on FGMC’s and iCoreConnect’s business operations, as well as their financial condition and results of operations;

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iCoreConnect may face potential liability related to the privacy of health information it obtain under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”);

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future financial performance of the Combined Company following the Business Combination;

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the ability of iCoreConnect to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;

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the risk that the business combination disrupts current plans and operations of iCoreConnect as a result of the announcement and consummation of the business combination;

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the risks associated with iCoreConnect competing with larger companies that have greater financial resources and established relationships with major corporate customers;

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the possibility that iCoreConnect may be adversely affected by other economic, business, regulatory, and/or competitive factors;

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the evolution of the markets in which iCoreConnect competes, including ecommerce;

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the ability of iCoreConnect to anticipate and respond to changing consumer preferences and trends;

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the ability of iCoreConnect to implement its existing strategic initiatives and continue to innovate their existing products;

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the risk that iCoreConnect may not be able to execute its growth strategies and the timing of expected business milestones;

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the risk that iCoreConnect may not be able to recognize revenue for its products and services or secure additional contracts that generate revenue;

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general risks related to iCoreConnect’s performance, capabilities, strategy, and outlook;

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the risks related to Russia’s invasion of Ukraine;

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the risk of any extended review of the Business Combination by a U.S. government entity;

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other risks that the consummation of the Business Combination is substantially delayed or does not occur; and

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those factors set forth in documents of FGMC and iCoreConnect filed, or to be filed, with the SEC.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of FGMC and iCoreConnect prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this joint proxy statement/prospectus and attributable to FGMC, iCoreConnect or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/prospectus. Except to the extent required by applicable law or regulation, FGMC and iCoreConnect undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a stockholder of FGMC or a stockholder of iCoreConnect, may have regarding the Proposals being considered at the special meetings of each company’s stockholders. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the special meetings. Additional important information is also contained in the annexes to this joint proxy statement/prospectus.

What is the purpose of this document?

FGMC and iCoreConnect, have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this joint proxy statement/prospectus as Annex A.

In order to complete the Business Combination, among other things:

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FGMC’s stockholders must approve the Business Combination as set out in the Merger Agreement and related transactions, which proposal is referred to as the “FGMC Business Combination Proposal”;

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FGMC’s stockholders must approve the FGMC Common Conversion, which proposal is referred to as the “FGMC Common Conversion Proposal”;

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FGMC’s stockholders must approve an amendment and restatement of FGMC’s amended and restated certificate of incorporation (the “Current Charter”) in the form of the Proposed Charter attached to this joint proxy statement/prospectus as Annex C-1 to, among other things, change the name of FGMC. to iCoreConnect Inc. and effect the amendments relating to corporate governance described below, which proposal is referred to as the “FGMC Charter Amendment Proposal”;

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FGMC stockholders must approve and adopt a proposal to approve the issuance of more than 20% of the issued and outstanding shares of FGMC Common Stock in connection with the issuance of a maximum of 9,800,000 shares of FGMC Common Stock (subject to adjustment as described elsewhere herein) pursuant to the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rules 5635(a), (b), (c) and (d), which proposal is referred to as the “FGMC Nasdaq Proposal”;

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FGMC stockholders must approve a proposal to elect, effective as of the consummation of the Business Combination, Robert McDermott, Kevin Patrick McDermott, Harry Joseph Travis, John Robert Pasqual and Joseph Anthony Gitto to serve on the Combined Company’s board of directors until their respective successors are duly elected and qualified, which proposal is referred to as the “Directors Proposal”;

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FGMC stockholders must approve the 2023 Stock Plan (the “Incentive Plan”), a copy of which is attached to this joint proxy statement/prospectus as Annex D, in connection with the Business Combination, which proposal is referred to as the “FGMC Incentive Plan Proposal”; and

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iCoreConnect’s stockholders must approve the Business Combination as set out in the Merger Agreement and related transactions, which proposal is referred to as the “iCoreConnect Business Combination Proposal.”

FGMC is holding a special meeting of its stockholders, which is referred to as the “FGMC Special Meeting”, to obtain approval of the FGMC Business Combination Proposal, the FGMC Common Conversion Proposal, the FGMC Charter Amendment Proposal, the FGMC Advisory Charter Proposals, the FGMC Nasdaq Proposal, the FGMC Directors Proposal, the FGMC Incentive Plan Proposal and the FGMC NTA Requirement Amendment Proposal. FGMC stockholders will also be asked to approve the proposal to adjourn the FGMC Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the FGMC Special Meeting to approve the FGMC Business Combination Proposal, or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to FGMC stockholders, which is referred to as the “FGMC Adjournment Proposal”.

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iCoreConnect is holding a special meeting of its stockholders, which is referred to as the “iCoreConnect Special Meeting”, to obtain approval of the iCoreConnect Business Combination Proposal. iCoreConnect stockholders will also be asked to approve the proposal to adjourn the iCoreConnect Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the iCoreConnect Special Meeting to approve the iCoreConnect Business Combination Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to iCoreConnect stockholders, which is referred to as the “iCoreConnect Adjournment Proposal”.

Your vote is very important.

What is being voted on?

Below are the proposals that the FGMC stockholders are being asked to vote on:

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FGMC Proposal 3 — The FGMC Charter Amendment Proposal — to approve an amendment and restatement of FGMC’s amended and restated certificate of incorporation (the “Current Charter”) in the form of the Proposed Charter attached to this joint proxy statement/prospectus as Annex C-1 to, among other things, change the name of FGMC to iCoreConnect Inc. and effect the amendments relating to corporate governance described below in FGMC Proposal 4. This Proposal is called the “FGMC Charter Amendment Proposal” or “FGMC Proposal 3.”

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FGMC Proposal 6 — The FGMC Directors Proposal — to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, Robert McDermott, Kevin Patrick McDermott, Harry Joseph Travis, John Richard Pasqual and Joseph Anthony Gitto to serve on the Combined Company’s board of directors until their respective successors are duly elected and qualified (we refer to this proposal as the “Directors Proposal”);

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FGMC Proposal 9 — The FGMC Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the FGMC Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the FGMC Business Combination Proposal, in the event FGMC does not receive the requisite stockholder vote to approve the Proposal. This Proposal is called the “FGMC Adjournment Proposal” or “FGMC Proposal 9.”

Below are the proposals that the iCoreConnect stockholders are being asked to vote on:

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iCoreConnect Proposal 1 — The iCoreConnect Business Combination Proposal — to approve the Business Combination as set out in the Merger Agreement.

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iCoreConnect Proposal 2 — The iCoreConnect Adjournment Proposal — to approve the adjournment of the iCoreConnect Special Meeting.

What vote is required to approve the proposals?

FGMC Proposal 1 — the FGMC Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of FGMC Common Stock, present in person by virtual attendance or represented by proxy, and entitled to vote at the FGMC Special Meeting. Abstentions will have the effect of a vote “AGAINST” such proposal. Broker non-votes will have no effect on the outcome of each proposal.

FGMC Proposal 2 — the FGMC Common Conversion Proposal requires the vote of the majority of the outstanding shares of FGMC Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” such proposal.

FGMC Proposal 3 — the FGMC Charter Amendment Proposal requires the vote of the majority of the outstanding shares of FGMC Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” such proposal.

FGMC Proposal 4 — the FGMC Advisory Charter Proposals are a non-binding advisory vote, and will require the affirmative vote of the majority of the issued and outstanding shares of FGMC Common Stock, present in person by virtual attendance or represented by proxy, and entitled to vote at the FGMC Special Meeting. Abstentions will have effect of a vote “AGAINST” such proposal. Broker non-votes have no effect on the outcome of the FGMC Advisory Charter Proposals.

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FGMC Proposal 5 — the FGMC Nasdaq Proposal, requires the affirmative vote of the holders of a majority of the shares of FGMC Common Stock present in person by virtual attendance or represented by proxy, and entitled to vote at the FGMC Special Meeting. Abstentions will have the effect of a vote “AGAINST” such proposal. Broker non-votes have no effect on the outcome of the proposal.

FGMC Proposal 6 — the FGMC Directors Proposal requires the vote of a plurality of the shares of the FGMC Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the FGMC Special Meeting. Votes “withheld” and broker non-votes will have no effect on the vote for the FGMC Directors Proposal.

FGMC Proposal 7 — the FGMC Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares of FGMC Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the FGMC Special Meeting. Abstentions will have the effect of a vote “AGAINST” such proposal. Broker non-votes have no effect on the outcome of the FGMC Incentive Plan Proposal.

FGMC Proposal 8 — the FGMC Adjournment Proposal requires the vote of the majority of the outstanding shares of FGMC Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the FGMC NTA Requirement Amendment Proposal.

FGMC Proposal 9 — the FGMC Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of FGMC Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the FGMC Special Meeting. Abstentions will have the effect of a vote “AGAINST” such proposal. Broker non-votes have no effect on the outcome of the proposal.

iCoreConnect Proposal 1 — The iCoreConnect Business Combination Proposal requires the affirmative vote of the majority of votes cast by stockholders present in person or represented by proxy at the iCoreConnect Special Meeting. Abstentions will have the effect of a vote “AGAINST” such proposal. Broker non-votes have no effect on the outcome of the proposal.

iCoreConnect Proposal 2 — The iCoreConnect Adjournment Proposal requires the affirmative vote of the majority of votes cast by stockholders present in person or represented by proxy at the iCoreConnect Special Meeting. Abstentions will have the effect of a vote “AGAINST” such proposal. Broker non-votes have no effect on the outcome of the proposal.

Are any of the Proposals conditioned on one another?

The FGMC Business Combination Proposal is conditioned upon the approval of (a) the FGMC Common Conversion Proposal, (b) the FGMC Charter Amendment Proposal, (c) the FGMC Nasdaq Proposal, (d) the FGMC Incentive Plan Proposal (e) in the maximum redemption scenario (discussed in more detail in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”), the NTA Requirement Amendment Proposal, and (f) the iCoreConnect Business Combination Proposal.

The FGMC Common Conversion Proposal is conditioned upon the approval of (a) the FGMC Business Combination Proposal (b) the FGMC Charter Amendment Proposal, (c) the FGMC Nasdaq Proposal, (d) the FGMC Incentive Plan Proposal (e) in the maximum redemption scenario (discussed in more detail in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”), the NTA Requirement Amendment Proposal, and (f) the iCoreConnect Business Combination Proposal.

The FGMC Charter Amendment Proposal is conditioned upon the approval of (a) the FGMC Business Combination Proposal (b) the FGMC Common Conversion Proposal, (c) the FGMC Nasdaq Proposal, (d) the FGMC Incentive Plan Proposal (e) in the maximum redemption scenario (discussed in more detail in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”), the NTA Requirement Amendment Proposal, and (f) the iCoreConnect Business Combination Proposal.

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The FGMC Advisory Charter Proposal is conditioned upon the approval of (a) the FGMC Business Combination Proposal (b) the FGMC Common Conversion Proposal, (c) the FGMC Charter Amendment Proposal, (d) the FGMC Nasdaq Proposal, (e) the FGMC Incentive Plan Proposal, (f) in the maximum redemption scenario (discussed in more detail in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”), the NTA Requirement Amendment Proposal, and (g) the iCoreConnect Business Combination Proposal.

The FGMC Nasdaq Proposal is conditioned upon the approval of (a) the FGMC Business Combination Proposal (b) the FGMC Common Conversion Proposal, (c) the FGMC Charter Amendment Proposal, (d) the FGMC Incentive Plan Proposal, (e) in the maximum redemption scenario (discussed in more detail in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”), the NTA Requirement Amendment Proposal, and (f) the iCoreConnect Business Combination Proposal.

The FGMC Directors Proposal is conditioned upon the approval of (a) the FGMC Business Combination Proposal (b) the FGMC Common Conversion Proposal, (c) the FGMC Charter Amendment Proposal, (d) the FGMC Incentive Plan Proposal, (e) the FGMC Nasdaq Proposal, (f) in the maximum redemption scenario (discussed in more detail in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”), the NTA Requirement Amendment Proposal, and (g) the iCoreConnect Business Combination Proposal.

The FGMC Incentive Plan Proposal is conditioned upon the approval of (a) the FGMC Business Combination Proposal (b) the FGMC Common Conversion Proposal, (c) the FGMC Charter Amendment Proposal, (d) the FGMC Nasdaq Proposal (e) the FGMC Incentive Plan Proposal, (f) in the maximum redemption scenario (discussed in more detail in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”), the NTA Requirement Amendment Proposal, and (g) the iCoreConnect Business Combination Proposal.

The NTA Requirement Amendment Proposal is conditioned upon the approval of (a) the FGMC Business Combination Proposal (b) the FGMC Common Conversion Proposal, (c) the FGMC Charter Amendment Proposal, (d) the FGMC Nasdaq Proposal, (e) the FGMC Incentive Plan Proposal, and (f) the iCoreConnect Business Combination Proposal.

The iCoreConnect Business Combination Proposal is conditioned upon the approval of (a) the FGMC Business Combination Proposal (b) the FGMC Common Conversion Proposal, (c) the FGMC Charter Amendment Proposal, (d) the FGMC Nasdaq Proposal (e) the FGMC Incentive Plan Proposal, and (f) in the maximum redemption scenario (discussed in more detail in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”), the NTA Requirement Amendment Proposal.

The Business Combination will be consummated only if the FGMC Business Combination Proposal, FGMC Common Conversion Proposal, the FGMC Charter Amendment Proposal, the FGMC Nasdaq Proposal, the FGMC Incentive Plan Proposal, the iCoreConnect Business Combination Proposal and (in a maximum redemption scenario) the NTA Requirement Amendment Proposal (collectively, the “Condition Precedent Proposals”) are approved at the Special Meetings. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The FGMC Advisory Charter Proposals and the FGMC Director Election Proposal are not a condition to the approval of any other proposal. The FGMC Adjournment Proposal and the iCoreConnect Adjournment Proposal are not a condition to, or conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this joint proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.

Does my vote matter?

Yes, your vote is very important. The Business Combination cannot be completed unless the Merger Agreement and related transactions are approved and adopted by FGMC stockholders and the Merger Agreement and related transactions are approved and adopted by iCoreConnect stockholders.

The FGMC board of directors unanimously recommends that FGMC stockholders vote “FOR” the FGMC Business Combination Proposal, “FOR” the FGMC Common Conversion Proposal, “FOR” the

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FGMC Charter Amendment Proposal, “FOR” the FGMC Advisory Charter Proposals, “FOR” the FGMC Nasdaq Proposal, “FOR” the FGMC Directors Proposal, “FOR” the FGMC Incentive Plan Proposal, “FOR” the FGMC NTA Requirement Amendment Proposal and “FOR” the FGMC Adjournment Proposal.

The iCoreConnect board of directors unanimously recommends that iCoreConnect stockholders vote “FOR” the iCoreConnect Business Combination Proposal and “FOR” the iCoreConnect Adjournment Proposal.

What will happen in the Business Combination?

At the closing of the Business Combination, Merger Sub will merge with and into iCoreConnect, with iCoreConnect surviving such merger as the surviving entity, as a wholly owned subsidiary of FGMC. In connection with the Merger, FGMC will change its name to “iCoreConnect Inc.” In connection with the Business Combination, the cash held in FGMC’s Trust Account after giving effect to any redemption of shares by FGMC’s public stockholders will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A.

How will FGMC’s Initial Stockholders vote?

FGMC’s Initial Stockholders have agreed to vote their respective shares of FGMC Common Stock acquired by them either prior to or after the IPO in favor of the FGMC Business Combination Proposal and the related proposals. FGMC will consummate the Business Combination only if a majority of the outstanding shares of FGMC Common Stock present in person by virtual attendance or represented by proxy, and entitled to vote at the FGMC Special Meeting are voted in favor of the Business Combination.

What is the consideration being paid to iCoreConnect stockholders?

Did FGMC’s board of directors obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

Yes, FGMC’s board of directors obtained a fairness opinion from Intrinsic, LLC (“Intrinsic”) in connection with its determination to proceed with the Business Combination and recommendation of the Business Combination to the FGMC stockholders. See “FGMC Proposal 1 — The FGMC Business Combination Proposal — Opinion of FGMC’s Financial Advisor” and the opinion (as described below) attached to this joint proxy statement/prospectus as Annex E.

Do any of FGMC’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

In considering the recommendation of the FGMC board of directors to approve the Merger Agreement, FGMC stockholders should be aware that certain FGMC executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of FGMC stockholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section titled “FGMC Proposal 1 — The FGMC Business Combination Proposal — Interests of Certain Persons in the Business Combination.”.

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Do any of iCoreConnect’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

In considering the recommendation of the iCoreConnect board of directors to approve the Merger Agreement, iCoreConnect stockholders should be aware that certain iCoreConnect executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of iCoreConnect stockholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section titled “iCoreConnect Proposal 1 — The iCoreConnect Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

When and where is the FGMC Special Meeting?

The FGMC Special Meeting will take place on May 26, 2023, at 10:00 a.m. In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, FGMC has determined that the meeting will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/fgmerger/2023 in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team.

When and where is the iCoreConnect Special Meeting?

The iCoreConnect Special Meeting will take place on May 19, 2023, at 9:00 a.m. In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, iCoreConnect has determined that the meeting will be a virtual meeting conducted via live webcast at https://annualgeneralmeetings.com/icctsp2023 in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team.

Who may vote at the FGMC Special Meeting?

Only holders of record of FGMC Common Stock as of the close of business on April 13, 2023, may vote at the FGMC Special Meeting. As of April 13, 2023 there were 10,157,750 shares of FGMC Common Stock outstanding and entitled to vote. Please see “The FGMC Special Meeting — Record Date; Who is Entitled to Vote” for further information.

Who may vote at the iCoreConnect Special Meeting?

Only holders of record of iCoreConnect Common Stock as of the close of business on April 13, 2023, may vote at the iCoreConnect Special Meeting. As of April 13, 2023 there were 196,352,726 shares of iCoreConnect Common Stock outstanding and entitled to vote. Please see “The iCoreConnect Special Meeting — Record Date; Who is Entitled to Vote” for further information.

What is the quorum requirement for the FGMC Special Meeting?

Stockholders representing a majority of the shares of FGMC Common Stock issued and outstanding as of the Record Date and entitled to vote at the FGMC Special Meeting must be present in person or represented by proxy in order to hold the FGMC Special Meeting and conduct business. This is called a quorum. Shares of FGMC Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting may adjourn the meeting until a quorum is present.

What is the quorum requirement for the iCoreConnect Special Meeting?

Stockholders representing a majority of the shares of iCoreConnect Common Stock issued and outstanding as of iCoreConnect’s record date and entitled to vote at the iCoreConnect Special Meeting must be present in person or represented by proxy in order to hold the iCoreConnect Special Meeting

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and conduct business. This is called a quorum. Shares of iCoreConnect Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting may adjourn the meeting until a quorum is present

What is a proxy?

A proxy is a stockholder’s legal designation of another person, which is referred to as a proxy, to vote such holder’s shares at a stockholder meeting. The document used to designate a proxy to vote your shares of FGMC Common Stock or iCoreConnect Common Stock, as applicable, is referred to as a proxy card.

How many votes do I and others have for the FGMC Special Meeting?

You are entitled to one vote for each share of FGMC Common Stock that you held as of the Record Date. As of the close of business on the Record Date, there were 10,157,750 outstanding shares of FGMC Common Stock.

How many votes do I and others have for the iCoreConnect Special Meeting?

You are entitled to one vote for each share of iCoreConnect Common Stock that you held as of the Record Date. As of the close of business on the Record Date, there were 196,352,726 outstanding shares of iCoreConnect Common Stock.

Am I required to vote against the FGMC Business Combination Proposal in order to have my public shares of FGMC Common Stock redeemed?

No. Holders of FGMC Common Stock are not required to vote against the FGMC Business Combination Proposal in order to have the right to demand that FGMC redeem your shares of FGMC Common Stock for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to demand redemption of public shares of FGMC Common Stock for cash are sometimes referred to herein as “redemption rights”. Holders of public shares of FGMC Common Stock are able to retain any warrants of FGMC entitling the holder thereof to purchase one share of FGMC Common Stock (each an “FGMC Warrant”) held by the holder regardless of whether they redeem their shares of FGMC Common Stock and regardless of how or whether they vote in the Business Combination. As of May1, 2023, the closing price of FGMC Warrants on the Nasdaq Stock Market was $0.11. If the Business Combination is not completed, holders of public shares of FGMC Common Stock electing to exercise their redemption rights will not be entitled to receive such payments and their shares will be returned to them.

Where will the Common Stock and/or the Preferred Stock of the Combined Company that I receive in the Business Combination be publicly traded?

FGMC and iCoreConnect intend that the shares of the Combined Company’s common stock to be issued in the Business Combination will be listed for trading on the Nasdaq under the ticker symbol “ICCT” and, if eligible for listing, the preferred stock of the Combined Company to be issued in the Business Combination in connection with the FGMC Common Conversion will be listed for trading on the Nasdaq under the ticker symbol “ICCTP”. If the preferred stock of the Combined Company does not meet the listing standards of Nasdaq, but the common stock of the Combined Company does, then FGMC and iCoreConnect expect that the preferred stock will meet the listing requirements for the OTC Market and be listed and traded on that market.

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How do I exercise my redemption rights?

If you are a public stockholder and you seek to have your shares of FGMC Common Stock redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time on May 24, 2023 (at least two (2) business days before the FGMC Special Meeting), that FGMC redeem your shares into cash; and (ii) submit your request in writing to Continental Stock Transfer & Trust Company (“Continental”) at the address listed at the end of this section and deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two (2) business days before the FGMC Special Meeting.

Any corrected or changed written demand of redemption rights must be received by Continental two (2) business days before the FGMC Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two (2) business days before the FGMC Special Meeting.

FGMC stockholders may seek to have their public shares of FGMC Common Stock redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of public shares of FGMC Common Stock as of the Record Date. Any public stockholder who holds shares of FGMC Common Stock on or before May 24, 2023 (two (2) business days before the FGMC Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of shares of FGMC Common Stock underlying the FGMC Units sold in the IPO. Please see the section titled “The FGMC Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares of FGMC Common Stock for cash.

Will I receive Preferred Stock in connection with the FGMC Common Conversion if I exercise redemption rights?

No. Any holder of FGMC Common Stock that has elected to redeem its public shares of FGMC Common Stock in connection with the Business Combination will receive a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination, and will not receive the FGMC Preferred Stock. Only holders of FGMC Common Stock who do not redeem their public shares of FGMC Common Stock will, after closing of the FGMC Common Conversion and the Business Combination, receive shares in the newly created class of preferred stock, Series A of FGMC (the “FGMC Preferred Stock”) with the rights, preferences, powers, privileges and restrictions, qualifications and limitations as set forth the amendment to the Current Charter (the “Second Amended and Restated Certificate”), which is attached as Annex B to this joint proxy statement/prospectus. See “FGMC Proposal 2 — The FGMC Common Conversion Proposal.”

Will FGMC Public Warrants and FGMC Private Warrants be exercisable fo common stock or for preferred stock?

The Warrant Agreements provide that in the case of any reclassification or reorganization of the issued and outstanding shares of FGMC Common Stock the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of FGMC Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification or reorganization.

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upon the occurrence of a Mandatory Conversion Event, the Warrants will once again become, exercisable for shares of FGMC Common Stock. See “FGMC Proposal 2 — The FGMC Common Conversion Proposal — Effect on Outstanding FGMC Warrants.”

What are the U.S. federal income tax consequences of exercising my redemption rights?

In the event that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences”) elects to redeem its FGMC Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the FGMC Common Stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such U.S. Holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the FGMC Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the FGMC Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the FGMC Common Stock redeemed exceeds one year. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its FGMC Common Stock for cash.

Will holders of iCoreConnect Common Stock be subject to U.S. federal income tax on the FGMC Common Stock received in the Merger?

FGMC and iCoreConnect intend for the Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code. If the Merger qualifies as a reorganization, the U.S. Holder of iCoreConnect Common Stock will generally not recognize any gain or loss as a result of the Merger. If the Merger fails to qualify as a reorganization within the meaning of Section 368(a) of the Code, then the U.S. Holder of iCoreConnect Common Stock would recognize gain or loss upon the exchange of its shares of iCoreConnect Common Stock for shares of FGMC Common Stock equal to the difference between the fair market value, at the time of the exchange, of the FGMC Common Stock received in the Merger and the U.S. Holder of iCoreConnect Common Stock’s tax basis in the shares of iCoreConnect Common Stock surrendered in the Merger. See “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of iCoreConnect Common Stock” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its FGMC Common Stock for cash.

What do I need to do now?

You are urged to read carefully and consider the information contained in this joint proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

What if I hold shares in both FGMC and iCoreConnect?

If you are both an FGMC stockholder and an iCoreConnect stockholder, you will receive two separate packages of proxy materials. A vote cast as an FGMC stockholder will not count as a vote cast as an iCoreConnect stockholder, and a vote cast as an iCoreConnect stockholder will not count as a vote cast as an FGMC stockholder. Therefore, please submit separate proxies for your shares of FGMC Common Stock and iCoreConnect Common Stock.

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How can I vote?

If you are a stockholder of record, you may vote online at the FGMC Special Meeting or the iCoreConnect Special Meeting, as applicable, or vote by proxy using the enclosed proxy card, the internet or telephone. Whether or not you plan to participate in the FGMC Special Meeting or the iCoreConnect Special Meeting, as applicable, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the FGMC Special Meeting or the iCoreConnect Special Meeting, as applicable, and vote online, if you choose.

To vote online at the FGMC Special Meeting or the iCoreConnect Special Meeting, as applicable, follow the instructions below under “How may I participate in the Special Meeting?”

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the FGMC Special Meeting or the iCoreConnect Special Meeting, as applicable, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the internet, please go to https://www.cstproxy.com/fgmerger/2023 or https://annualgeneralmeetings.com/icctsp2023, as applicable, and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

Even if you plan to attend the FGMC Special Meeting or the iCoreConnect Special Meeting, as applicable, FGMC and iCoreConnect recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective stockholder meeting.

Additional information on attending the meetings can be found under the section titled “The FGMC Special Meeting” and under the section titled “The iCoreConnect Special Meeting”.

How may I participate in the Special Meeting?

If you are a stockholder of record as of the Record Date for the FGMC Special Meeting, you should receive a proxy card from us, containing instructions on how to attend the FGMC Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact our transfer agent, Continental Stock Transfer at (917) 262-2373 or proxy@continentalstock.com.

You can pre-register to attend the FGMC Special Meeting starting on May 23, 2023. Go to http://www.cstproxy.com/fgmerger/2023, enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote. At the start of the FGMC Special Meeting you will need to re-log into http://www.cstproxy.com/fgmerger/2023 using your control number.

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to receive the control number. Please allow up to 48 hours prior to the FGMC Special Meeting for processing your control number.

If you are a stockholder of record as of the Record Date for the iCoreConnect Special Meeting, you should receive a proxy card from us containing instructions on how to attend the iCoreConnect Special Meeting including the URL address and phone number, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at (917) 262-2373 or proxy@continentalstock.com..

You can pre-register to attend the iCoreConnect Special Meeting starting on May16, 2023. Go to http://annualgeneralmeetings.com/icctsp2023, enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote. At the start of the iCoreConnect Special Meeting you will need to re-log into http://annualgeneralmeetings.com/icctsp2023 using your control number.

If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the iCoreConnect Special Meeting for processing your control number.

Who can help answer any other questions I might have about the respective special meetings?

If you have any questions concerning the FGMC Special Meeting (including accessing the meeting by virtual means) or need help voting your shares of FGMC Common Stock, please contact Continental at (917) 262-2373 or proxy@continentalstock.com.

The Notice of FGMC Special Meeting, joint proxy statement/prospectus and form of proxy card are available at: https://www.cstproxy.com/fgmerger/2023.

If you have any questions concerning the iCoreConnect Special Meeting (including accessing the meeting by virtual means) or need help voting your shares of iCoreConnect Common Stock, please contact Continental at (917) 262-2378.

The Notice of iCoreConnect Special Meeting, joint proxy statement/prospectus and form of proxy card are available at: https://annualgeneralmeetings.com/icctsp2023.

If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a Proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the Proposal without receiving voting instructions from you. If a Proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the Proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner.

Each of the Proposals to be presented at the FGMC Special Meeting and the iCoreConnect Special Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. A broker non-vote would have no effect on the FGMC Business Combination Proposal or the iCoreConnect Business Combination Proposal.

What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

FGMC will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the FGMC Special Meeting. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

iCoreConnect will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the iCoreConnect

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Special Meeting. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

If I am not going to attend either special meeting, should I return my proxy card instead?

Yes. Whether you plan to attend either special meeting virtually or not, please read this joint proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

How can I submit a proxy?

If you are an FGMC stockholder, you may submit a proxy by (a) visiting https://www.cstproxy.com/fgmerger/2023 and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling within the U.S. and Canada: 1 800-450-7155 (toll-free) and outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply), Conference ID: 8768265#, from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

If you are an iCoreConnect stockholder, you may submit a proxy by (a) visiting https://annualgeneralmeetings.com/icctsp2023 and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free 1-800-785-3033 from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

If a stockholder gives a proxy, how are the shares of FGMC Common Stock or iCoreConnect Common Stock voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of FGMC Common Stock or iCoreConnect Common Stock, as applicable, in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of FGMC Common Stock or iCoreConnect Common Stock, as applicable, should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the respective special meeting.

Can I change my vote after I have mailed my proxy card?

Yes. You may change your vote at any time before your proxy is voted at the FGMC Special Meeting or the iCoreConnect Special Meeting, as applicable. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the FGMC Special Meeting or the iCoreConnect Special Meeting, as applicable, in person and casting your vote or by voting again by the telephone or Internet voting options described below, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the FGMC Special Meeting or the iCoreConnect Special Meeting, as applicable. If you hold your shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

if you are an FGMC or iCoreConnect stockholder, to:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

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Unless revoked, a proxy will be voted at the FGMC Special Meeting or the iCoreConnect Special Meeting, as applicable, in accordance with the stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

What will happen if I return my proxy card without indicating how to vote?

If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the special meeting and cannot be voted.

Where can I find the voting results of the special meetings?

The preliminary voting results for each special meeting will be announced at that meeting. In addition, within four business days following the special meetings, each of FGMC and iCoreConnect intends to file the final voting results of its respective special meeting with the SEC on a Current Report on Form 8-K.

Should I send in my share certificates now to have my FGMC shares redeemed?

FGMC stockholders who intend to have their public shares of FGMC Common Stock redeemed should send their certificates to Continental at least two (2) business days before the FGMC Special Meeting. Please see “The FGMC Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your FGMC shares for cash.

Who will solicit the proxies and pay the cost of soliciting proxies for the special meetings?

FGMC will pay the cost of soliciting proxies for the FGMC Special Meeting. FGMC has engaged Advantage Proxy to assist in the solicitation of proxies for the FGMC Special Meeting. FGMC has agreed to pay Advantage Proxy a fee of $10,000, plus disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages, and expenses. FGMC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of FGMC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the FGMC Common Stock and in obtaining voting instructions from those owners. FGMC directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

iCoreConnect will pay the cost of soliciting proxies for the iCoreConnect Special Meeting. iCoreConnect has engaged Advantage Proxy to assist in the solicitation of proxies for the iCoreConnect Special Meeting. iCoreConnect has agreed to pay Advantage Proxy a fee of $7,500, plus disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages, and expenses. iCoreConnect will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of iCoreConnect Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the iCoreConnect Common Stock and in obtaining voting instructions from those owners. iCoreConnect’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

What happens if I sell my shares of FGMC Common Stock or iCoreConnect Common Stock before the respective special meeting?

The Record Date for FGMC stockholders entitled to vote at the FGMC Special Meeting is earlier than the date of the FGMC Special Meeting, and the Record Date for iCoreConnect stockholders entitled to vote at the iCoreConnect Special Meeting is earlier than the date of the iCoreConnect Special Meeting. If you transfer your shares of FGMC Common Stock or iCoreConnect Common Stock after the respective Record Date but before the applicable special meeting, you will, unless special arrangements are made, retain your right to vote at the applicable special meeting.

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When is the Business Combination expected to occur?

Assuming the requisite regulatory and stockholder approvals are received, FGMC and iCoreConnect expect that the Business Combination will occur as soon as practicable following the special meetings.

Are there risks associated with the Business Combination that I should consider in deciding how to vote?

Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement that are discussed in this joint proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 37 of this joint proxy statement/prospectus.

May I seek statutory appraisal rights or dissenter rights with respect to my shares?

Appraisal rights are not available to holders of shares of FGMC Common Stock in connection with the proposed Business Combination. Under the Nevada Dissenter’s Rights Statutes (NRS 92A.300 through NRS 92A.500, inclusive), any iCoreConnect stockholder who does not vote in favor of the Business Combination will have the right to dissent from the Business Combination and, in lieu of receiving the consideration with respect to the stockholder’s iCoreConnect Common Stock, obtain payment of the fair value (as defined in NRS 92A.320) of the stockholder’s iCoreConnect Common Stock, but only if the stockholder complies with all other applicable requirements under the Nevada Dissenter’s Rights Statutes. The Business Combination must also be approved by the iCoreConnect stockholders at the iCoreConnect Special Meeting in order for a dissenting shareholder to obtain payment of fair value under the Nevada Dissenter’s Rights Statutes. If the Business Combination is approved and the Merger is consummated, iCoreConnect will comply with the applicable provisions of the Nevada Dissenter’s Rights Statutes, including by providing the notification required by NRS 92A.410(2) and the dissenter’s notice described in NRS 92A.430. For additional information, see the sections titled “The FGMC Special Meeting — Appraisal Rights” and “The iCoreConnect Special Meeting — Appraisal Rights.”

What are the conditions to completion of the Merger?

In addition to (a) the approval of the share issuance in connection with the Business Combination, the approval and adoption of an amendment to the FGMC Certificate of Incorporation to effectuate the FGMC Common Conversion, the adoption of the charter amendment, and the adoption of the Incentive Plan by FGMC stockholders, and (b) the approval of the Business Combination and the related transactions as set out in the Merger Agreement by iCoreConnect’s stockholders as described above, completion of the Business Combination is subject to the satisfaction of a number of other conditions, including, but not limited to, the approval of FGMC’s listing application for Common Stock of the Combined Company, and certain other closing conditions set forth in the Merger Agreement. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “The Business Combination — Conditions to the Completion of the Merger.”

Is shareholder approval of FGMC Proposal 8 — the NTA Requirement Amendment Proposal, required in order for FGMC to consummate the Business Combination?

The Current Charter provides that FGMC will not redeem shares of FGMC Common Stock in an amount that would cause FGMC to have net tangible assets of less than $5,000,001. The purpose of this provision was to ensure that, in connection with its initial business combination, FGMC would continue, as it has since the IPO, to not be subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act, because FGMC complied with an exclusion to the “penny stock” rules for companies that have net tangible assets of at least $5,000,001. However, FGMC believes that it may rely on another exclusion, which relates to it being listed on the Nasdaq Global Market.

FGMC will offer to its public stockholders the opportunity to redeem their shares of FGMC Common Stock in connection with the Business Combination. Therefore, if the NTA Requirement Amendment

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Proposal is not approved, then FGMC would not be able to consummate the Business Combination in the maximum redemption scenario, regardless of whether the FGMC’s stockholders approve the Business Combination.

However, if the NTA Requirement Amendment Proposal is approved, then FGMC would be able to consummate the Business Combination in any redemption scenario, assuming the FGMC Stockholders approve the Business Combination and the related proposals. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information”).

Approval of the NTA Requirement Amendment Proposal requires the affirmative vote of the holders of at least 50% of the outstanding shares of FGMC Common Stock.

What respective equity stakes will FGMC stockholders and iCoreConnect stockholders hold in the Combined Company immediately following the Business Combination?

As of the date of this joint proxy statement/prospectus, based on the estimated number of shares of FGMC Common Stock and iCoreConnect Common Stock that will be outstanding immediately prior to the completion of the Business Combination and the exchange ratio of 1:1, FGMC and iCoreConnect estimate that (a) public holders of shares of FGMC Common Stock as of immediately prior to the completion of the Business Combination will hold, in the aggregate, (i) approximately 0% of the issued and outstanding shares of common stock of the Combined Company immediately following the completion of the Business Combination and (ii) approximately 79% of the issued and outstanding shares of preferred stock of the Combined Company immediately following the completion of the Business Combination, (b) holders of iCoreConnect Common Stock as of immediately prior to the completion of the Business Combination will hold, in the aggregate, approximately 100% of the issued and outstanding shares of common stock of the Combined Company immediately following the completion of the Business Combination, and (c) FGMC’s Initial Stockholders as of immediately prior to the completion of the Business Combination will hold, in the aggregate, (i) approximately 0% of the issued and outstanding shares of common stock of the Combined Company immediately following the completion of the Business Combination and (ii) approximately 21% of the issued and outstanding shares of preferred stock of the Combined Company immediately following the completion of the Business Combination. The exact equity stake of FGMC stockholders and iCoreConnect stockholders in the Combined Company immediately following the Business Combination will depend on the number of shares of FGMC Common Stock and iCoreConnect Common Stock issued and outstanding immediately prior to the Business Combination and the number of redemptions by public holders of FGMC Common Stock. These estimates assume that no redemptions by public holders of FGMC Common Stock were made and no working capital adjustments will be made that would reduce the number of shares of FGMC Common Stock issuable to the iCoreConnect stockholders.

What happens if the Business Combination is not consummated?

If FGMC does not consummate the Business Combination by June 1, 2023 (or no later than September 1, 2023, if extended), then pursuant to FGMC’s Current Charter, FGMC will, (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the applicable period. The estimated consideration that each FGMC common share would be paid at liquidation would be approximately $10.50 per share based on amounts on deposit in the Trust Account as of May 2, 2023. The closing price of FGMC Common Stock on the Nasdaq Stock Market as of May1, 2023 was $10.45. The Initial Stockholders waived the

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right to any liquidation distribution with respect to any FGMC Common Stock held by them. These waivers were agreed to in connection with FGMC’s initial public offering, and no consideration was paid to the Initial Stockholders in exchange for these waivers.

What happens to the funds deposited in the Trust Account following the Business Combination?

Following the closing of the Business Combination, holders of public shares of FGMC Common Stock exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to iCoreConnect to fund working capital needs of the Combined Company. As of May 2, 2023, there was approximately $84.5 million in the Trust Account. FGMC estimates that approximately $10.50 per outstanding share of FGMC Common Stock will be paid to the investors exercising their redemption rights.

Who will manage the Combined Company after the Business Combination?

As a condition to the closing of the Business Combination, the post-Business Combination board of directors will consist of five directors, which will be selected by iCoreConnect, including Robert McDermott, Kevin Patrick McDermott, Harry Joseph Travis, John Robert Pasqual and Joseph Anthony Gitto. For information on the anticipated management of the Combined Company, see the section titled “Directors and Executive Officers of the Combined Company after the Business Combination” in this joint proxy statement/prospectus.

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this joint proxy statement/prospectus but may not contain all of the information that may be important to you as an FGMC stockholder or an iCoreConnect stockholder. Accordingly, FGMC and iCoreConnect encourage you to read carefully this entire joint proxy statement/prospectus, including the Merger Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by FGMC’s stockholders and no working capital adjustments will be made that would reduce the number of shares of FGMC Common Stock issuable to the iCoreConnect stockholders.

The Parties to the Business Combination

FGMC

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 (a “business combination”).

FGMC is an early stage and emerging growth company and, as such, FGMC is subject to all of the risks associated with early stage and emerging growth companies.

The registration statement for FGMC’s IPO was declared effective on February 25, 2022. On March 1, 2022, FGMC 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 FGMC, par value $0.0001 per share (the “Public Share”) and three-quarters of one redeemable warrant (the “Public Warrant”), each whole Public Warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to FGMC of $80,500,000. The Public Warrants will become exercisable on the later of 30 days after the completion of a business combination and 12 months from the closing of the IPO and will expire five years after the completion of a business combination or earlier upon FGMC’s liquidation. For a discussion of the effect of the FGMC Common Conversion on the Public Warrants, see “FGMC Proposal 2 — The FGMC Common Conversion Proposal — Effect on Outstanding FGMC Warrants.”

Simultaneously with the closing of the IPO, FGMC 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 FGMC’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 share of 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 entitles the holder to purchase one share of Common Stock at an exercise price of $15.00 per each share, is exercisable for a period of 10 years from the date of a business combination, is non-redeemable, and may be exercised on a cashless basis. Additionally, the $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not transferable, assignable or salable until after the completion of a business combination, subject to certain limited exceptions.

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shares issuable upon the exercise of the $11.50 Private Warrants are not transferable, assignable or salable until after the completion of a business combination, subject to certain limited exceptions.

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 FGMC’s public shareholders, as described herein. The FGMC Units, and their shares of FGMC Common Stock and FGMC Warrants are currently listed on the Nasdaq Global Market, under the symbols “FGMCU,” “FGMC,” and “FGMCW” respectively.

FGMC’s principal executive offices are located at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143 and its telephone number is (708)870-7365.

iCoreConnect Inc.

Merger Sub

Merger Sub is a wholly-owned subsidiary of FGMC formed to consummate the Business Combination. Following the consummation of the Business Combination, Merger Sub will have merged with and into iCoreConnect, with iCoreConnect surviving the Merger as a wholly-owned subsidiary of FGMC.

The Merger Agreement

On January 5, 2023, FGMC entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among FGMC, FG Merger Sub Inc., a Nevada corporation and a direct, wholly-owned subsidiary of FGMC (“Merger Sub”), and iCoreConnect Inc., a Nevada corporation (“iCoreConnect”).

The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of FGMC, Merger Sub, and iCoreConnect.

The Business Combination

The Business Combination is expected to close in the second quarter of 2023, subject to customary closing conditions, including the receipt of certain governmental approvals and the required approval by the stockholders of FGMC and iCoreConnect.

Pre-Closing FGMC Conversion

Prior to the Closing, each share of FGMC common stock, par value $0.0001 (“FGMC Common Stock”) shall be converted into shares of newly issued FGMC preferred stock, par value $0.0001 (“FGMC Preferred Stock”). The FGMC Preferred Stock shall have the rights, preferences, powers, privileges and restrictions, qualifications and limitations as set forth in Exhibit D to the Merger Agreement, including but not limited to:

•

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simple average of the volume weighted average price on the 20 trading days following 12 months after the later of (x) date of the issuance of any shares of FGMC Preferred Stock or (y) the registration of the FGMC Common Stock underlying the FGMC Preferred Stock; provided further that such Conversion Price shall be no greater than $10.00 and no less than $2.00 and subject to appropriate and customary adjustment.

•

Dividends shall accrue from day to day and shall be cumulative and shall be payable within fifteen (15) business days after end of the Combined Company’s second quarter, which is June 30, commencing with the quarter ending June 30, 2024 to each holder of FGMC Preferred Stock as of such date.

•

After twenty-four (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 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.

•

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.

•

The holders of FGMC Preferred Stock will not be entitled to vote on any matters submitted to the stockholders of FGMC.

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exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification or reorganization.

Accordingly, upon the effectiveness of the FGMC Common Conversion, the Warrants will become, pursuant to their terms, exercisable for shares of FGMC Preferred Stock instead of shares of FGMC Common Stock. In addition, at any time after the effectiveness of the FGMC Common Conversion, upon the occurrence of a Mandatory Conversion Event, the Warrants will once again become, exercisable for shares of FGMC Common Stock. See “FGMC Proposal 2 — The FGMC Common Conversion Proposal — Effect on Outstanding FGMC Warrants.”

Pre-Closing iCoreConnect Conversions

Business Combination Consideration

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”)), and (iii) the parties preparing and filing a registration statement on Form S-4 and a joint proxy statement with the Securities and Exchange Commission (the “SEC”) and taking certain other actions to obtain the requisite approval of each party’s stockholders to vote in favor of certain matters, including the adoption of the Merger Agreement and approval of the Business Combination, at special meetings to be called for the approval of such matters.

In addition, FGMC has agreed to adopt an equity incentive plan, as described in the Merger Agreement.

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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. See “FGMC Proposal 8 — The NTA Requirement Amendment Proposal.”

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. Notwithstanding the foregoing, FGMC intends to amend both the Public Warrant Agreement and the Private Warrant Agreement for the purpose of clarifying the terms thereof and curing any ambiguity that may therein with respect to the treatment of the Warrants upon the FGMC Common Conversion. Upon the effectiveness of the FGMC Common Conversion, the Warrants will become, pursuant to their terms, exercisable for shares of FGMC Preferred Stock instead of shares of FGMC Common Stock. In addition, at any time after the effectiveness of the FGMC Common Conversion, upon the occurrence of a Mandatory Conversion Event, the Warrants will once again become, exercisable for shares of FGMC Common Stock.

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 Current Charter, 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 attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the primary legal document that governs the Business Combination 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

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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

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”) pursuant to which the stockholders of iCoreConnect that are parties to the iCoreConnect Support Agreement have agreed to vote all shares of common stock of iCoreConnect beneficially owned by them in favor of the Merger Agreement and related transactions.

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, FGMC, iCoreConnect, FG Merger Investors LLC, a Delaware limited liability company (the “Sponsor”) and certain stockholders of FGMC entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) pursuant to which the Sponsor and such stockholders agreed to, among other things, vote at any meeting of the stockholders of FGMC all of their shares of FGMC Common Stock held of record or thereafter acquired in favor of the proposals relating to the Business Combination.

Lock-Up Agreement

In connection with the Closing, the Sponsor and certain existing stockholders of FGMC and certain existing equityholders of iCoreConnect (each, a “Lock-up Holder”) will enter into an agreement (the “Lock-Up Agreement”), pursuant to which and subject to certain customary exceptions, during the period commencing on the date of the Closing and ending on the date that is one hundred eighty (180) days after the consummation of the Business Combination such Lock-up Holder will agree not to (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined in the Lock-Up Agreement, which shall include certain securities held by the Lock-Up Holders), (ii) enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, (iii) publicly 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.

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”), pursuant to which, the Registration Rights Agreement, dated as of February 25, 2022, among FGMC and the other parties thereto is terminated and whereby FGMC will agree to, among other things, file a resale shelf registration statement registering certain of the securities held by the Holders (as defined in the Amended and Restated Registration Rights Agreement, which will include certain existing stockholders of FGMC and certain existing equityholders of iCoreConnect) no later than twenty (20) business days after the closing of the Business Combination. The Amended and Restated Registration Rights Agreement will also provide certain registration rights, including customary demand registration rights and piggyback registration rights to the Holders, subject to customary exceptions, terms and conditions. FGMC will agree to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.

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Sponsor Forfeiture Agreement

In connection with the execution of the Merger Agreement, FG Merger Investors LLC, the Sponsor, FGMC and iCoreConnect entered into a sponsor forfeiture agreement (the “Sponsor Forfeiture Agreement”) pursuant to which the Sponsor has agreed that if at the closing of the Business Combination the SPAC Closing Cash (as defined in the Sponsor Forfeiture Agreement) is less than $20,000,000 then upon and subject to such closing the Sponsor will forfeit any and all dividends accrued on any shares of FGMC Preferred Stock owned by the Sponsor, at the time of payment, whether such dividend shall be paid in cash or by the issuance of additional shares of Preferred Stock.

Voting Securities

As of the Record Date, there were 10,157,750 shares of FGMC Common Stock issued and outstanding. Only FGMC stockholders who hold shares of FGMC Common Stock of record as of the close of business on April 13, 2023 are entitled to vote at the FGMC Special Meeting or any adjournment thereof.

As of the Record Date, there were 196,352,726 shares of iCoreConnect Common Stock issued and outstanding. Only iCoreConnect stockholders of record who hold shares of iCoreConnect Common Stock as of the close of business on April 13, 2023 are entitled to vote at the iCoreConnect Special Meeting or any adjournment thereof. Approval of the iCoreConnect Business Combination Proposal and the iCoreConnect Adjournment Proposal will each require the affirmative vote of the holders of a majority of the votes cast by stockholders present in person or represented by proxy at the iCoreConnect Special Meeting.

Abstentions will have the effect of a vote “AGAINST” such proposal. Broker non-votes will have no effect on the outcome of each proposal.

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Appraisal and Dissent Rights

FGMC

Holders of FGMC Common Stock do not have appraisal or dissent rights in connection with the proposed Business Combination under the General Corporation Law of the State of Delaware (the “DGCL”).

Dissenter’s Rights for Holders of iCoreConnect Shares

Under the Nevada Dissenter’s Rights Statutes (NRS 92A.300 through NRS 92A.500, inclusive), any iCoreConnect stockholder who does not vote or sign a written consent (and who does not cause or permit the stockholder’s shares to be voted) in favor of the Business Combination will have the right to dissent from the Business Combination and, in lieu of receiving the merger consideration with respect to the stockholder’s iCoreConnect shares, obtain payment of the fair value (as defined in NRS 92A.320) of the stockholder’s iCoreConnect shares, but only if the stockholder complies with all other applicable requirements under the Nevada Dissenter’s Rights Statutes. The Business Combination must also be approved by the iCoreConnect stockholders at the iCoreConnect Special Meeting in order for a dissenting shareholder to obtain payment of fair value under the Nevada Dissenter’s Rights Statutes. If the Business Combination is approved and the Merger is consummated, iCoreConnect will comply with the applicable provisions of the Nevada Dissenter’s Rights Statutes, including by providing the notification required by NRS 92A.410(2) and the dissenter’s notice described in NRS 92A.430.

Redemption Rights

Pursuant to FGMC’s Current Charter, holders of public share of FGMC Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two (2) business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public shares of FGMC Common Stock. As of May 2, 2023, this would have amounted to approximately $10.50 per share.

You will be entitled to receive cash for any public shares of FGMC Common Stock to be redeemed only if you:

(i)

(a) hold public shares of FGMC Common Stock, or

(b) hold public shares of FGMC Common Stock through FGMC Units and you elect to separate your FGMC Units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares of FGMC Common Stock; and

(ii)

prior to 5:00 p.m., Eastern Time, on May 24, 2023, (a) submit a written request to Continental that FGMC redeem your public shares of FGMC Common Stock for cash and (b) deliver your public shares of FGMC Common Stock to Continental, physically or electronically through DTC.

Holders of outstanding FGMC Units must separate the underlying public shares of FGMC Common Stock prior to exercising redemption rights with respect to the public shares of FGMC Common Stock. If the FGMC Units are registered in a holder’s own name, the holder must deliver the certificate for its FGMC Units to Continental, with written instructions to separate the FGMC Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the public shares of FGMC Common Stock from the FGMC Units.

If a holder exercises his or her redemption rights, then such holder will be exchanging the public shares of FGMC Common Stock for cash and will not own shares of the Combined Company. Such a holder will be entitled to receive cash for its public shares of FGMC Common Stock only if it properly demands redemption and delivers its public shares of FGMC Common Stock (either physically or electronically) to Continental in accordance with the procedures described herein. Please see the section titled “The FGMC

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Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares of FGMC Common Stock for cash.

Transaction costs in connection with FGMC’s IPO included $750,000 of underwriting fees, which remain constant and are not adjusted based on redemptions. The following table presents the underwriting fee as a percentage of the aggregate proceeds from the IPO under each redemption scenario:

Assuming No Redemptions			Assuming 25% Redemptions				Assuming 50% Redemptions				Assuming 75% Redemptions				Assuming Maximum Redemptions
(Net Shares)	Fee as a % of IPO Proceeds (net of Redemptions)		(Net Shares)		Fee as a % of IPO Proceeds (net of Redemptions)		(Net Shares)		Fee as a % of IPO Proceeds (net of Redemptions)		(Net Shares)		Fee as a % of IPO Proceeds (net of Redemptions)		(Net Shares)		Fee as a % of IPO Proceeds (net of Redemptions)
8,050,000		0.90%		6,037,500		1.20%		4,025,000		1.90%		2,012,500		3.70%		0		0%

Interests of Certain Persons in the Business Combination

Interested FGMC Persons

When you consider the recommendation of FGMC’s board of directors in favor of adoption of the FGMC Business Combination Proposal and the related proposal, you should keep in mind that FGMC’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

•

If an initial business combination, such as the Business Combination, is not completed by June 1, 2023, or September 1, 2023 if FGMC’s time to complete a business combination is extended as described herein, FGMC will be required to dissolve and liquidate. In such event, the 2,012,500 founder shares currently held by FGMC’s Initial Stockholders, which were acquired prior to FGMC’s IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. This waiver was made at the time that the founder shares were purchased for no additional consideration. The founder shares were purchased for an aggregate purchase price of $25,000, or less than $0.01 per share. Accordingly, FGMC’s Initial Stockholders will receive a positive rate of return so long as the market price of the Common Stock is at least $0.01 per share, even if public stockholders experience a negative rate of return in the Combined Company. The founder shares had an aggregate market value of approximately $21.0 million based on the closing price of FGMC shares of Common Stock on the Nasdaq Stock Market as of May 1, 2023.

•

If an initial business combination, such as the Business Combination, is not completed by June 1, 2023, or September 1, 2023 if FGMC’s time to complete a business combination is extended as described herein, the 55,000 Private Units, 3,950,000 $11.50 Private Warrants and 1,000,000 $15.00 Private Warrants purchased by the Sponsor for a total purchase price of $4,600,000, will be worthless. The Sponsor’s Private Units had an aggregate market value of approximately $580,000 based on the closing price of FGMC Units on the Nasdaq Stock Market as of May 1, 2023, the Sponsor’s $11.50 Private Warrants had an aggregate market value of approximately $435,000 based on the closing price of FGMC Warrants on the Nasdaq Stock Market as of May 1, 2023 and the Sponsor’s $15.00 Private Warrants had an aggregate market value of approximately $110,000 based on the closing price the Nasdaq Stock Market as of May 1, 2023.

•

If the Trust Account is liquidated, including in the event FGMC is unable to consummate the Business Combination or an initial business combination within the required time period, the Sponsor has agreed to indemnify FGMC to ensure that the proceeds in the Trust Account are not reduced below $10.25 per share of FGMC Common Stock, or such lesser amount per share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third-party vendors or service providers (other than our independent registered public accounting firm) for services rendered or products sold to us, but only if such target business, vendor or service provider has not executed a waiver of any and all of its rights to seek access to the Trust Account.

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The exercise of FGMC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest.

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In December 2022, affiliates of Wes Schrader, our Chief Executive Officer, and Ryan Turner, one of our directors and two individuals providing accounting services to FGMC, purchased 2,844,841 shares of iCoreConnect Common Stock for an aggregate amount of approximately $228,000 directly from a shareholder of iCoreConnect, which shares comprise approximately 1.5% of iCoreConnect’s issued and outstanding Common Stock.

•

On March 15, 2023, affiliates of our Chairman, Larry Swets, our Senior Advisor, Kyle Cerminara and our director, Hassan Baqar, collectively loaned $550,000 to iCoreConnect, as part of a $2.5 million bridge loan (the “Bridge Loan”). In addition, on March 15, 2023 an affiliate of our CEO, Wes Schrader loaned $100,000.00 to iCoreConnect as part of the Bridge Loan. The Bridge Loan bears a 15% per annum interest rate, matures on March 15, 2024, and after six months is convertible into iCoreConnect common stock at the option of each lender. Aside from the Bridge Loan, there are no other loans extended, fees due, or out-of-pocket expenses for which any of FG Merger Corp., the Sponsor, or any of their affiliates, or officers and directors are awaiting reimbursement.

In light of the foregoing, the Sponsor and FGMC’s directors and executive officers will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with iCoreConnect rather than liquidate even if (i) iCoreConnect is a less favorable company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, the Sponsor and FGMC’s directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders.

FGMC’s Board was aware of and considered these interests and facts, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to FGMC’s stockholders that they approve the Business Combination. Except as disclosed above, there are no material interests in the Business Combination held by the Sponsor or FGMC’s officers and directors, including fiduciary or contractual obligations to other entities as well as any interest in, or affiliation with, iCoreConnect.

See “FGMC Proposal 1 — The FGMC Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

Interested iCoreConnect Persons

When you consider the recommendation of iCoreConnect’s board of directors in favor of adoption of the iCoreConnect Business Combination Proposal and other iCoreConnect Proposals, you should keep in mind that iCoreConnect’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

•

the beneficial ownership of iCoreConnect’s board of directors and officers of an aggregate of 36,943,832 shares of iCoreConnect Common Stock, excluding the shares underlying options and warrants discussed in the bullet point below. Such shares have an aggregate market value of approximately $4.8 million based on the closing price of iCoreConnect’s Common Stock of $0.129 on the OTC Pink Sheets on April 13, 2023, the record date for the special meeting of stockholders;

•

the ownership by iCoreConnect’s board of directors and officers of options to purchase an aggregate of 29,960,000 shares of iCoreConnect Common Stock at an average exercise price of $0.11 per share and warrants to purchase an aggregate of 42,438 shares of iCoreConnect Common Stock at an average exercise price of $0.23 per share. Of the foregoing, options and warrants held by iCoreConnect’s board of directors and officers to purchase an aggregate of 8,649,104 shares of iCoreConnect Common Stock at an average exercise price of $0.11 will be exercised for iCoreConnect common stock immediately prior to the closing of the Business Combination on a cashless exercise basis, based on an assumed price equal to the per share value of the iCoreConnect Common Stock in the Business Combination, which is based on a pre-transaction equity value of $98,000,000 (subject to usual and customary working capital adjustments), which per share value is significantly higher than the closing price of iCoreConnect’s Common Stock on the OTC Pink Sheets as of the date the Merger Agreement was executed;

•

as of the closing date of the Business Combination, Jeffrey Stellinga will have loans outstanding to iCoreConnect in the amount of $57,500, which are due on September 1, 2023. iCoreConnect has no

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obligation to repay these loans on the closing of the Business Combination and intends to satisfy these debt as they become due. As of the closing date, iCoreConnect will have no other outstanding debt or expense reimbursement obligations to its officers or directors;

•

the anticipated continuation of Robert McDermott, Archit Shah, Jeffrey Stellinga, David Fidanza, and Muralidar Chakravarthi as officers of the Combined Company following the Business Combination; and

•

the anticipated continuation of Robert McDermott, Kevin Patrick McDermott, Harry Joseph Travis, John Robert Pasqual and Joseph Anthony Gitto as members of the Combined Company’s board of directors following the Business Combination.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse acquisition” in accordance with U.S. GAAP. Under this method of accounting FGMC will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the stockholders of iCoreConnect are expected to control the Combined Company through control of the board of directors as well as having majority voting power, iCoreConnect will comprise all of the ongoing operations of the Combined Company, the designees of iCoreConnect will comprise a majority of the board of directors of the Combined Company, and iCoreConnect’s current management will represent the management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of iCoreConnect issuing stock for the net assets of FGMC, accompanied by a recapitalization. The net assets of FGMC will be stated at historical cost. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of iCoreConnect.

Summary of Material United States Federal Income Tax Considerations

For a description of certain U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of FGMC Common Stock and the ownership and disposition of iCoreConnect Common Stock, please see the information set forth in “Material U.S. Federal Income Tax Considerations.”.

Recommendations of FGMC’s Board of Directors

After careful consideration of the terms and conditions of the Merger Agreement, FGMC’s board of directors has determined that Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, FGMC and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the board reviewed certain current and historical financial information for iCoreConnect, as well as the projected financial information of iCoreConnect described elsewhere in this joint proxy statement/prospectus as well as the fairness opinion provided by Intrinsic attached hereto as Annex E. The Board recommends that FGMC’s stockholders vote:

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FOR the FGMC Business Combination Proposal;

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FOR the FGMC Common Conversion Proposal;

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FOR the FGMC Charter Amendment Proposal;

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FOR the FGMC Advisory Charter Proposals;

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FOR the FGMC Nasdaq Proposal;

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FOR the FGMC Directors Proposal;

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FOR the FGMC Incentive Plan Proposal;

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FOR the FGMC NTA Requirement Amendment Proposal; and

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FOR the FGMC Adjournment Proposal.

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Recommendations of iCoreConnect’s Board of Directors

After careful consideration of the terms and conditions of the Merger Agreement, iCoreConnect’s board of directors has determined that Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, iCoreConnect and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the board reviewed certain current and historical financial information for iCoreConnect, as well as the projected financial information of iCoreConnect described elsewhere in this joint proxy statement/prospectus. The Board recommends that iCoreConnect’s stockholders vote:

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FOR the iCoreConnect Business Combination Proposal; and

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FOR the iCoreConnect Adjournment Proposal.

Opinion of FG Merger Corp’s Financial Advisor

FGMC has retained Intrinsic to assess the fairness, from a financial perspective, of the merger consideration to be paid by FGMC in the transaction contemplated by the Merger Agreement. Intrinsic delivered its opinion to the FGMC board of directors that, as of the date of the written fairness opinion and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid, taken in the aggregate, pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of FGMC Common Stock.

The full text of the written opinion of Intrinsic, dated December 31, 2022, which sets forth assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex E to this document and is incorporated herein by reference. FGMC encourages you to read the opinion carefully in its entirety.

Intrinsic’s opinion was addressed to, and provided for the information and benefit of, the FGMC board of directors (in its capacity as such) in connection with its evaluation of the proposed Business Combination. The Intrinsic opinion addresses only the fairness from a financial point of view of the transaction consideration to be paid, taken in the aggregate, pursuant to the Merger Agreement. The opinion does not constitute a recommendation to the board or to any other persons in respect of the Business Combination, including as to how any holder of shares of FGMC Common Stock should vote or act in respect of the Business Combination. Intrinsic’s opinion does not address the relative merits of the Business Combination as compared to other business or financial strategies, or business combination transactions, that might be available to FGMC, nor does it address the underlying business decision of FGMC to engage in the Business Combination. The Intrinsic opinion does not constitute a recommendation as to whether or not any holder of FGMC Common Stock should participate in connection with the offer or any other matter.

The engagement letter between FGMC and Intrinsic provides for a fee of $200,000, all of which was due and payable regardless of whether the transaction was consummated. In addition, FGMC has agreed to reimburse Intrinsic for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Intrinsic and related persons against various liabilities, including certain liabilities under the federal securities laws.

Summary Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the FGMC Special Meeting and the iCoreConnect Special Meeting, as applicable, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” in this joint proxy statement/prospectus. Some of these risks related to are summarized below. References in the summary below to “iCoreConnect” generally refer to iCoreConnect in the present tense or the Combined Company from and after the Business Combination.

The following summarizes certain principal factors that make an investment in the Combined Company speculative or risky, all of which are more fully described in the “Risk Factors” section below. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing FGMC’s, iCoreConnect’s and/or the Combined Company’s businesses.

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Risks Related to iCore

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iCoreConnect’s business is difficult to evaluate because it has a limited operating history.

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Under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), iCoreConnect could face potential liability related to the privacy of health information it obtains.

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iCoreConnect’s ability to deliver its software is dependent on the development and maintenance of the infrastructure of the Internet by third parties.

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iCoreConnect’s business may not succeed if it is unable to keep pace with rapid technological changes.

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The establishment of iCoreConnect brand is important to its future success.

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iCoreConnect’s business could suffer if it is unable to protect its intellectual property rights or are liable for infringing the intellectual property rights of others.

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iCoreConnect’s success will be limited if it is unable to attract, retain and motivate highly skilled personnel.

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Any system failure or slowdown could significantly harm iCoreConnect’s reputation and damage its business.

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iCoreConnect competes in a highly competitive market and many of its competitors have greater financial resources and established relationships with major corporate customers.

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Regulatory developments in the future related to the Internet could create a legal uncertainty; such developments could materially harm iCoreConnect’s business.

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iCoreConnect is vulnerable to changes in general economic conditions.

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iCoreConnect has identified material weaknesses in internal control over financial reporting.

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iCoreConnect may engage in merger and acquisition activity from time to time and may not achieve the contemplated benefits from such activity.

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A system failure or breach of system or network security could delay or interrupt services to iCoreConnect’s customers or subject iCoreConnect to significant liability.

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iCoreConnect’s software may not operate properly, which could damage its reputation, give rise to claims against iCoreConnect, or divert application of iCoreConnect’s resources from other purposes, any of which could harm its business and operating results.

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If iCoreConnect’s services fail to provide accurate and timely information, or if its content or any other element of any of its services is associated with faulty clinical decisions or treatment, iCoreConnect could have liability to clients, clinicians, or patients, which could adversely affect its results of operations.

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Because iCoreConnect generally recognizes revenues from its subscription service over the subscription term, a decrease in new subscriptions or renewals during a reporting period may not be immediately reflected in its operating results for that period.

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The COVID-19 pandemic could continue to materially adversely affect iCoreConnect’s business, financial condition, results of operations, cash flows and day-to-day operations.

Risks Related to FGMC’s Business and the Business Combination

•

FGMC will be forced to liquidate the Trust Account if it cannot consummate a business combination by June 1, 2023 (or September 1, 2023 if FGMC’s time to complete a business combination is extended as described herein). In the event of a liquidation, FGMC’s public stockholders will receive approximately $10.50 per share of FGMC Common Stock and the FGMC Warrants will expire worthless.

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If third parties bring claims against FGMC, the proceeds held in trust could be reduced and the per public share liquidation price received by holders of FGMC Common Stock may be less than $10.25.

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Any distributions received by FGMC stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, FGMC was unable to pay its debts as they fell due in the ordinary course of business.

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If FGMC’s due diligence investigation of iCoreConnect was inadequate, then stockholders following the Business Combination could lose some or all of their investment.

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FGMC’s directors and officers may have certain conflicts in determining to recommend the Business Combination, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.

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The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus may not be indicative of what the Combined Company’s actual financial position or results of operations would have been.

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If the NTA Requirement Amendment Proposal is not approved by the holders of 50% of the outstanding shares of FGMC Common Stock and if we are unable to obtain finance agreements in connection with the Business Combination, the ability of our public stockholders to redeem their shares for cash could cause our net tangible assets to be less than $5,000,001, which would prevent us from consummating the Business Combination.

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The availability of dissenter’s rights under Nevada law for iCoreConnect stockholders in connection with the Business Combination could have an adverse impact on the economic benefits of the Business Combination.

Risks Related to Combined Company’s Common Stock, Preferred Stock and the Securities Market

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The Combined Company’s stock price may fluctuate significantly.

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Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

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As a holder of FGMC Preferred Stock, you will have extremely limited voting rights.

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SELECTED HISTORICAL FINANCIAL DATA OF FGMC

The following table contains summary historical financial data as of and for the year ended December 31, 2022, and 2021. The statements of operations data for the year ended December 31, 2022 and 2021, and the balance sheet data as of December 31, 2021 and 2022, are derived from the audited financial statements of the Company, respectively, which are included elsewhere in this joint proxy statement/ prospectus. The information below is only a summary and should be read in conjunction with the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FGMC” and “Information About the Company” and in our financial statements, and the notes and schedules related thereto, which are included elsewhere in this joint proxy statement/prospectus.

	Year ended December 31, 2022			Year ended December 31, 2021
Statement of Operations Data:
General and administrative expenses		$	922,230		$	1,802
Franchise taxes			170,632			—
Investment income			1,182,073			—
Income tax expense			215,000
Net (loss)			(125,789)			(1,802)
Income per share – basic and diluted, redeemable shares			0.12			—
Loss per share – basic and diluted, non-redeemable shares		$	(0.46)		$	—
Statement of Cash Flow Data:
Net cash used in operating activities		$	(332,175)		$	—
Net cash used in investing activities			(83,694,573)			—
Net cash provided by financing activities		$	83,884,263		$	—

	As of December 31, 2022			As of December 31, 2021
Balance Sheet Data:
Total cash		$	521,865		$	—
Total assets			84,441,130			—
Total liabilities			684,928			3,272
Commitments and contingencies			83,694,573			—
Total stockholders’ equity		$	60,629		$	(3,272)

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ICORECONNECT

The following table contains summary historical financial data as of and for the year ended December 31, 2022, and as of and for the year ended December 31, 2021. The statements of operations data for the year ended December 31, 2022 and the year ended December 31, 2021, and the balance sheet data as of December 31, 2022 and December 31, 2021, are derived from the audited financial statements of the Company, respectively, which are included elsewhere in this joint proxy statement/prospectus. The information below is only a summary and should be read in conjunction with the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of iCoreConnect” and “Information About the Company” and in our financial statements, and the notes and schedules related thereto, which are included elsewhere in this joint proxy statement/prospectus.

	Year ended December 31, 2022			Year ended December 31, 2021
Statements of Operations Data:
Revenues		$	7,987,902		$	4,956,552
Cost of sales			2,243,253			1,580,390
Gross profit			5,744,649			3,376,162
Selling, general and administrative			9,254,670			5,232,839
Depreciation and amortization			1,292,085			1,430,805
Other income expense			1,277,718			1,676,700
Net loss		$	(6,079,824)		$	(4,964,182)
Balance Sheets Data:
Total current assets		$	1,091,668		$	1,013,140
Total long term assets			5,464,516			5,617,203
Total assets			6,556,184			6,630,343
Total current liabilities			6,798,969			4,054,246
Total long term liabilities			2,258,719			1,570,806
Total shareholders’ equity/(deficit)			(2,501,504)			1,005,291
Total liabilites and shareholders’ equity/(deficit)		$	6,556,184		$	6,630,343
Statements of Cash Flows Data:
Net cash used in operating activities		$	(1,272,995)		$	(2,896,248)
Net cash used in investing activities			(293,965)			(3,518,504)
Net cash provide by financing activities			1,691,306			6,478,940
Net increase in cash			124,346			64,188
Cash, beginning of period			71,807			7,619
Cash, end of period		$	196,153		$	71,807

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TRADING MARKET AND DIVIDENDS

FGMC

Units, Common Stock, and Warrants

The FGMC’s Units, Common Stock, and Warrants are each quoted on the Nasdaq Stock Market, under the symbols “FGMCU,” “FGMC,” and “FGMCW,” respectively. Each Unit consists of one share of common stock of FGMC, par value $0.0001 per share (the “Public Share”) and three-quarters of one redeemable warrant (the “Public Warrant”), each whole Public Warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share.

FGMC’s Dividend Policy

FGMC has not paid any cash dividends on its shares of Common Stock to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon FGMC’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. Further, if FGMC incurs any indebtedness, its ability to declare dividends may be limited by restrictive covenants it may agree to in connection therewith. The payment of any dividends subsequent to a business combination will be within the discretion of the Combined Company’s board of directors. It is the present intention of FGMC’s board of directors to retain all earnings, if any, for use in its business operations and, accordingly, the board does not anticipate declaring any dividends in the foreseeable future.

iCoreConnect

Holders of iCoreConnect Common Stock

iCoreConnect’s Common Stock is quoted for trading on the OTC Pink Sheets under symbol “ICCT”. The closing price of iCoreConnect Common Stock on the iCoreConnect Record Date was $0.129. There can be no assurance that a liquid market for our securities will ever develop. Transfer of iCoreConnect’s Common Stock may also be restricted under the securities or blue-sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the Common Stock for an indefinite period of time.

Dividend Policy of iCoreConnect

iCoreConnect has not paid a cash dividend on the iCoreConnect Common Stock to date, and iCoreConnect does not intend to pay cash dividends in the foreseeable future.

Combined Company

Dividend Policy

Following completion of the Business Combination, the Combined Company’s board of directors will consider whether or not to institute a dividend policy. It is presently intended that the Combined Company retain its earnings for use in business operations and accordingly, it is anticipated that the Combined Company’s board of directors may not declare any dividends in the foreseeable future. Future dividends may also be limited by bank loan agreements or other financing instruments that the Combined Company may enter into in the future. The declaration and payment of dividends will be at the discretion of the Combined Company’s board of directors.

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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in joint this proxy statement/prospectus, before making any decision on the Business Combination and/or the other proposals on which you are being asked to vote your shares of FGMC Common Stock and/or iCoreConnect Common Stock, as applicable. Risks related to iCoreConnect, including risks related to iCoreConnect’s business, financial condition and capital requirements, development, regulatory approval and commercialization, dependence on third parties, intellectual property and taxation, will continue to be applicable to the Combined Company after the closing of the Business Combination.

Risks Related to iCoreConnect’s Business

iCoreConnect’s business is difficult to evaluate because it has a limited operating history.

Because iCoreConnect has a limited operating and revenue generating history, it does not have significant historical financial information on which to base planned revenues and operating expenses. Revenues for the years ended December 31, 2021 and December 31, 2020, were $4,956,552 and $2,123,587, respectively. iCoreConnect expects to experience fluctuations in future quarterly and annual operating results that may be caused by many factors, including: merger and acquisition activity; its ability to achieve significant sales for its products and services; the cost of technology, software and other costs associated with the production and distribution of its products and services; the size and rate of growth of the market for Internet products and online content and services; the potential introduction by others of products that are competitive with its products; the unpredictable nature of online businesses and e-commerce in general; and the general economic conditions in the United States and worldwide.

Investors should evaluate iCoreConnect considering the delays, expenses, problems and uncertainties frequently encountered by companies developing markets for new products, services and technologies. iCoreConnect may never overcome these obstacles.

Under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), iCoreConnect could face potential liability related to the privacy of health information it obtains.

Most health care providers, from which iCoreConnect may obtain patient information, are subject to privacy regulations promulgated under the Health Insurance Portability and Accountability Act of 1996, or HIPAA. Although iCoreConnect is not directly regulated by HIPAA, it could face substantial criminal penalties if it knowingly receives individually identifiable health information from a health care provider that has not satisfied HIPAA’s disclosure standards. Further, iCoreConnect may face civil liability if its HIPAA compliant system fails to satisfy its disclosure standards. Claims that iCoreConnect has violated individuals’ privacy rights or breached its contractual obligations, even if they are not found liable, could be expensive and time consuming to defend and could result in adverse publicity that could harm iCoreConnect’s business.

iCoreConnect believes that it meets the HIPAA requirements currently in effect that are applicable to its internal operations and to its clients. However, if iCoreConnect is unable to deliver application solutions that achieve or maintain compliance with the applicable HIPAA rules in effect, or as they may be modified or implemented in the future, then customers may move their businesses to application solution providers whose systems are, or will be, HIPAA compliant. As a result, iCoreConnect’s business could suffer.

If iCoreConnect’s security measures or those of its third-party data center hosting facilities, cloud computing platform providers, or third-party service partners, are breached, and unauthorized access is obtained to a customer’s data, iCoreConnect’s data or its IT systems, its services may be perceived as not being secure, customers may curtail or stop using its services, and it may incur significant legal and financial exposure and liabilities.

iCoreConnect’s services involve the storage and transmission of its customers’ patient’s health and other sensitive data, including personally identifiable information. Security breaches could expose iCoreConnect to a risk of loss of this information, litigation and possible liability. While iCoreConnect has security measures in place, they may be breached as a result of third-party action, including intentional

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misconduct by computer hackers, employee error, malfeasance or otherwise and result in someone obtaining unauthorized access to iCoreConnect IT systems, customers’ data or its own data, including iCoreConnect’s intellectual property and other confidential business information. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as usernames, passwords or other information in order to gain access to iCoreConnect’s customers’ data, data or IT systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, iCoreConnect may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, iCoreConnect’s customers may authorize third-party technology providers to access their customer data, and some of iCoreConnect’s customers may not have adequate security measures in place to protect their data that is stored on iCoreConnect’s services. Because iCoreConnect do not control its customers or third-party technology providers, or the processing of such data by third-party technology providers, it cannot ensure the integrity or security of such transmissions or processing. Malicious third parties may also conduct attacks designed to temporarily deny customers access to its systems and supporting services. Any security breach could result in a loss of confidence in the security of iCoreConnect’s software, damage its reputation, negatively impact future sales, disrupt its business and lead to legal liability.

iCoreConnect’s ability to deliver its software is dependent on the development and maintenance of the infrastructure of the Internet by third parties.

The Internet’s infrastructure is comprised of many different networks and services that are highly fragmented and distributed by design. This infrastructure is run by a series of independent third-party organizations that work together to provide the infrastructure and supporting services of the Internet under the governance of the Internet Corporation for Assigned Numbers and Names (ICANN) and the Internet Assigned Numbers Authority (IANA), now under the stewardship of ICANN.

Even though the Internet has never experienced an outage, some providers to portions of its infrastructure have experienced outages and other delays as a result of damages, denial of service attacks or related cyber incidents, and it could face outages and delays in the future. These outages and delays could reduce the level of Internet usage or result in fragmentation of the Internet, resulting in multiple separate Internets. These scenarios are not under iCoreConnect’s control and could reduce the availability of the Internet to iCoreConnect or its customers for delivery of its Internet-based services. Any resulting interruptions in iCoreConnect’s services or the ability of its customers to access its services could result in a loss of potential or existing customers and harm iCoreConnect’s business.

iCoreConnect’s business may not succeed if it is unable to keep pace with rapid technological changes.

iCoreConnect’s services and products are impacted by rapidly changing technology, evolving industry standards, emerging competition and frequent new use, software and other product introductions. There can be no assurance that iCoreConnect can successfully identify new business opportunities or develop and bring new services or products to market in a timely and cost-effective manner, or those services, products or technologies developed by others will not render iCoreConnect’s services or products non-competitive or obsolete. In addition, there can be no assurance that iCoreConnect’s services, products or enhancements will achieve or sustain market acceptance or be able to address compatibility, interoperability or other issues raised by technological changes or new industry standards.

If iCoreConnect suffers system failures or overloading of computer systems, its business and prospects could be harmed. The success of iCoreConnect’s online offerings is highly dependent on the efficient and uninterrupted operation of its computer and communications hardware systems. Fire, floods, earthquakes, power fluctuations, telecommunications failures, hardware “crashes,” software failures caused by “bugs” or other causes, and similar events could damage or cause interruptions in iCoreConnect’s systems. Computer viruses, electronic break-ins or other similar disruptive problems could also adversely affect iCoreConnect’s websites. If iCoreConnect’s systems, or the systems of any of the websites on which it advertises or with which it has material marketing agreements, are affected by any of these occurrences, iCoreConnect’s business, results of operations and financial condition could be materially and adversely affected.

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The establishment of iCoreConnect brand is important to its future success.

Establishing and maintaining a brand name and recognition is critical for attracting and expanding iCoreConnect’s client base. The promotion and enhancement of iCoreConnect’s name depends on the effectiveness of its marketing and advertising efforts and on its success in continuing to provide high-quality services, neither of which can be assured. If iCoreConnect’s brand marketing efforts are unsuccessful, its business could fail.

iCoreConnect’s business could suffer if it is unable to protect its intellectual property rights or are liable for infringing the intellectual property rights of others.

iCoreConnect has certain trade secrets and other similar intellectual property which are significant to its success, and iCoreConnect relies upon related law, trade secret protection, and other confidentiality and license agreements with its employees, strategic partners, and others to protect its proprietary rights to the extent such protection is available and enforceable. Such protection has only limited effectiveness. The development of the Internet has also increased the ease with which third parties can distribute iCoreConnect’s copyrighted material without its authorization.

iCoreConnect may seek to pursue the registration of trademarks, trade dress and trade secrets in the United States and, based upon anticipated use, in certain other countries. iCoreConnect may not be entitled to the benefits of any such registration for an extended period due to the cost and delay in effecting such registration. In addition, effective trademark and trade secret protection may not be available in every country in which iCoreConnect’s products are available. iCoreConnect expects that it may license, in the future, elements of its trademarks, trade dress and other similar proprietary rights to third parties. Further, iCoreConnect may be subject to claims in the ordinary course of its business, including claims of alleged infringement of the trademarks and intellectual property rights of third parties by iCoreConnect and its licensees.

Other parties may assert claims of infringement of intellectual property or other proprietary rights against iCoreConnect. These claims, even if without merit, could require iCoreConnect to expend significant financial and managerial resources. Furthermore, if claims like this were successful, iCoreConnect might be required to change its trademarks, alter its content or pay financial damages, any of which could substantially increase its operating expenses. iCoreConnect also may be required to obtain licenses from others to refine, develop, market and deliver new services. iCoreConnect may be unable to obtain any needed license on commercially reasonable terms or at all, and rights granted under any licenses may not be valid and enforceable.

iCoreConnect’s success will be limited if it is unable to attract, retain and motivate highly skilled personnel.

iCoreConnect’s future success will depend on its ability to attract, retain and motivate highly skilled programming, management, sales and other key personnel. Competition for such personnel is intense in the Internet industry, and iCoreConnect may be unable to successfully attract, integrate or retain sufficiently qualified personnel. In addition, iCoreConnect’s ability to generate revenues relates directly to its personnel in terms of both the numbers and expertise of the personnel it has available to work on projects. Moreover, competition for qualified employees may require iCoreConnect to increase its cash or equity compensation, which may have an adverse effect on earnings.

iCoreConnect is also dependent on the services of its executive officers and key consultants and independent agents. There can be no assurance, however, that its can obtain executives of comparable expertise and commitment in the event of death, or that its business would not suffer material adverse effects as the result of a death, disability or voluntary departure of any such executive officer. Further, the loss of the services of any one or more of iCoreConnect’s key employees or consultants could have a materially adverse effect on its business and its financial condition. In addition, iCoreConnect will also need to attract and retain other highly skilled technical and managerial personnel for whom competition is intense. If iCoreConnect is unable to do so, its business, results of operations and financial condition could be materially adversely affected.

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Any system failure or slowdown could significantly harm iCoreConnect’s reputation and damage its business.

System failures would harm iCoreConnect’s reputation and reduce its attractiveness to customers. In addition, the users of the services iCoreConnect maintain for its customers depend on Internet service providers, online service providers and other web site operators for access to its web sites. Some of these providers and operators have experienced significant outages in the past, and they could experience outages, delays and other difficulties due to system failures unrelated to iCoreConnect’s systems.

iCoreConnect competes in a highly competitive market and many of its competitors have greater financial resources and established relationships with major corporate customers.

iCoreConnect’s future profitability depends on its ability to compete successfully by continuing to differentiate its products and services from the products and services of its competitors. If one or more of iCoreConnect’s competitors begins to offer integrated, Internet Based, HIPAA Compliant healthcare information collaboration solutions, there may be a material adverse effect on iCoreConnect business, financial condition or operating results. iCoreConnect believes that its ability to compete successfully depends on a number of factors, including: its ability to produce products that are superior in quality to that of its competitors and get those products and services to market quickly; its ability to deliver its products and services at a price that remains competitive with that of its competitors; its ability to respond promptly and effectively to the challenges of technological change, evolving standards, and its competitors’ innovations; the scope of its products and services and the rate at which it and its competitors introduce them; customer service and satisfaction; and industry and general economic trends.

Regulatory developments in the future related to the Internet could create a legal uncertainty; such developments could materially harm iCoreConnect’s business.

iCoreConnect is not currently subject to direct regulation by any government agency, other than regulations applicable to businesses generally, and there are currently few laws or regulations directly applicable to the access of or commerce on the Internet. However, it is possible that a number of laws and regulations will be adopted with respect to the Internet, covering issues such as user privacy, pricing, characteristics, e-mail marketing and quality of products and services. Such laws and regulations could dampen the growth and use of the Internet generally and decrease the acceptance of the Internet as a communication and commercial medium and could thereby have a material adverse effect on iCoreConnect’s business, results of operations and financial condition.

iCoreConnect is vulnerable to changes in general economic conditions.

iCoreConnect is affected by certain economic factors that are beyond its control, including changes in the overall economic environment and systemic events such as the Covid-19 Pandemic which impact its operations as well as its customers.

Legal proceedings could lead to unexpected losses.

From time to time during the normal course of carrying on iCoreConnect’s business, it may be a party to various legal proceedings through private actions, class actions, administrative proceedings, regulatory actions or other litigations or proceedings. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. In the event that management determines that the likelihood of an adverse judgment in a pending litigation is probable and that the exposure can be reasonably estimated, appropriate reserves are recorded at that time pursuant to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 450, “Contingencies.” The final outcome of any litigation could adversely affect operating results if the actual settlement amount exceeds established reserves and insurance coverage.

iCoreConnect has identified material weaknesses in internal control over financial reporting.

iCoreConnect is required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact its public disclosures regarding its business, financial condition or results of operations.

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Any failure of these controls could also prevent iCoreConnect from maintaining accurate accounting records and discovering accounting errors and financial fraud.

For the quarter ended March 31, 2022, iCoreConnect’s principal executive officer and principal financial and accounting officer concluded that its disclosure controls and procedures were not effective due to a material weakness related to its accounting for complex financial instruments and related to its inability to adequately segregate responsibilities over the financial reporting process. In addition, in the future management’s assessment of internal controls over financial reporting may identify additional weaknesses and conditions that need to be addressed or other potential matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in iCoreConnect’s internal control over financial reporting or disclosure of management’s assessment of its internal controls over financial reporting may have an adverse impact on the price of its common stock.

iCoreConnect may engage in merger and acquisition activity from time to time and may not achieve the contemplated benefits from such activity.

iCoreConnect has engaged in recent merger and acquisition activity. Achieving the contemplated benefits from such activity may be subject to a number of significant challenges and uncertainties, including integration issues, coordination between geographically separate organizations, and competitive factors in the marketplace. iCoreConnect could also encounter unforeseen transaction and integration-related costs or other circumstances such as unforeseen liabilities or other issues. Any of these circumstances could result in increased costs, decreased revenue, decreased synergies and the diversion of management time and attention. If iCoreConnect is unable to achieve its objectives within the anticipated time frame, or at all, the expected benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on its business, financial condition and results of operations, or cash flows. Any of these risks could harm iCoreConnect’s business. In addition, to facilitate these acquisitions or investments, iCoreConnect may seek additional equity or debt financing, which may not be available on terms favorable to iCoreConnect or at all, which may affect its ability to complete subsequent acquisitions or investments, and which may affect the risks of owning its common stock.

A system failure or breach of system or network security could delay or interrupt services to iCoreConnect’s customers or subject iCoreConnect to significant liability.

iCoreConnect has implemented security measures such as firewalls, virus protection, intrusion detection and access controls to address the risk of computer viruses and unauthorized access. However, there can be no assurances that any of these efforts will be adequate to prevent a system failure, accident or security breach, any of which could result in a material disruption to iCoreConnect’s business. In addition, substantial costs may be incurred to remedy the damages caused by any such disruptions.

Software development is time-consuming, expensive, and complex. Unforeseen difficulties can arise. iCoreConnect may encounter technical obstacles, and it is possible that it discovers additional problems that prevent its applications from operating properly. If iCoreConnect’s systems do not function reliably or fail to achieve client expectations in terms of performance, clients could assert liability claims against iCoreConnect or attempt to cancel their contracts with iCoreConnect. This could damage iCoreConnect’s reputation and impair its ability to attract or retain clients.

Information services as complex as those iCoreConnect offer have in the past contained, and may in the future develop or contain, undetected defects, vulnerabilities, or errors. iCoreConnect cannot assure that material performance problems or defects in its services will not arise in the future. Errors may result from sources beyond iCoreConnect’s control, including the receipt, entry, or interpretation of patient information; interface of iCoreConnect’s services with legacy systems that it did not develop; or errors in data provided by third parties. It is challenging for iCoreConnect to test its software for all potential problems because it is difficult to simulate the wide variety of computing environments or treatment methodologies that its

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clients may deploy or rely upon. Therefore, despite testing, defects or errors may arise in iCoreConnect’s existing or new software or service processes following introduction to the market.

In light of this, defects, vulnerabilities, and errors and any failure by iCoreConnect to identify and address them could result in loss of revenue or market share; liability to clients, their patients, or others; failure to achieve market acceptance or expansion; diversion of development and management resources; delays in the introduction of new services; injury to iCoreConnect’s reputation; and increased service and maintenance costs. Defects, vulnerabilities, or errors in iCoreConnect’s software and service processes might discourage existing or potential clients from purchasing services from iCoreConnect. Correction of defects, vulnerabilities, or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects, vulnerabilities, or errors or in responding to resulting claims or liability may be substantial and could adversely affect iCoreConnect’s operating results.

Some of iCoreConnect’s software, content, and services are used to support clinical decision-making by providers and deliver information about patient medical histories, treatment plans, medical conditions, and the use of particular medications. If iCoreConnect’s software, content, or services fail to provide accurate and timely information or it is associated with faulty clinical decisions or treatment, then clients, clinicians, or their patients could assert claims against it that could result in substantial costs to iCoreConnect, harm its reputation in the industry, and cause demand for its services to decline.

iCoreConnect’s iCoreRX service provide healthcare professionals with access to clinical information, including information regarding particular medical conditions and the use of particular medications. If iCoreConnect’s content, or content it obtains from third parties, contains inaccuracies, or it introduce inaccuracies in the process of implementing third-party content, it is possible that patients, physicians, consumers, the providers of the third-party content, or others may sue iCoreConnect if they are harmed as a result of such inaccuracies. iCoreConnect cannot assure that its quality control procedures will be sufficient to ensure that there are no errors or omissions in particular content.

The assertion of such claims and ensuing litigation, regardless of its outcome, could result in substantial cost to iCoreConnect, divert management’s attention from operations, damage its reputation, and decrease market acceptance of its services. iCoreConnect attempts to limit by contract its liability for damages and requires that its clients assume responsibility for medical care. Despite these precautions, the allocations of responsibility and limitations of liability set forth in iCoreConnect’s contracts may not be enforceable, be binding upon patients, or otherwise protect it from liability for damages. Furthermore, general liability and errors and omissions insurance coverage may not continue to be available on acceptable terms or may not be available in sufficient amounts to cover one or more large claims against iCoreConnect. In addition, the insurer might disclaim coverage as to any future claim. One or more large claims could exceed iCoreConnect’s available insurance coverage. If any of these risks occur, they could materially adversely affect iCoreConnect’s business, financial condition, or results of operations.

iCoreConnect generally recognizes revenues from customers ratably over the terms of their subscriptions. Net new annual contract value from new subscriptions, expanded contracts and contract renewals entered into during a period can generally be expected to generate revenues for the duration of the subscription term. As a result, a small portion of the revenues iCoreConnect reports in each period are derived from the recognition of deferred revenues relating to subscriptions entered into during previous periods. Consequently, a decrease in new or renewed subscriptions in any single reporting period will have a limited impact on iCoreConnect’s revenues for that period. In addition, iCoreConnect’s ability to adjust its cost structure in the event of a decrease in new or renewed subscriptions may be limited.

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Further, a decline in new subscriptions, expanded contracts or renewals in a given period may not be fully reflected in iCoreConnect’s revenues for that period, but they will negatively affect its revenues in future periods. Accordingly, the effect of significant downturns in sales and market acceptance of iCoreConnect’s services, and changes in its rate of renewals, may not be fully reflected in its results of operations until future periods. iCoreConnect’s subscription model also makes it difficult for it to rapidly increase its revenues through additional sales in any period, as revenues from new customers are generally recognized over the applicable subscription term. Additionally, due to the complexity of certain customer contracts, the actual revenue recognition treatment required under Accounting Standard Codification Topic 606, “Revenue from Contracts with Customers (“Topic 606”)” depends on contract-specific terms and may result in greater variability in revenues from period to period. In addition, a decrease in new subscriptions, expansion contracts or renewals in a reporting period may not have an immediate impact on billings for that period due to factors that may offset the decrease, such as an increase in billings duration, the dollar value of contracts with future start dates, or the dollar value of collections in the current period related to contracts with future start dates.

The COVID-19 pandemic could continue to materially adversely affect iCoreConnect’s business, financial condition, results of operations, cash flows and day-to-day operations.

The outbreak of COVID-19 has had an adverse impact on iCoreConnect’s operations and financial condition. The response to this coronavirus by federal, state and local governments in the U.S. has resulted in significant market and business disruptions across many industries and affecting businesses of all sizes. This pandemic has also caused significant stock market volatility and further tightened capital access for most businesses. Given that the COVID-19 pandemic and its disruptions are of an unknown duration, they could have an adverse effect on iCoreConnect’s liquidity and profitability.

The ultimate magnitude of COVID-19, including the extent of its impact on iCoreConnect’s financial and operational results, which could be material, will depend on the length of time that the pandemic continues, its effect on the demand for iCoreConnect’s products and its supply chain, the effect of governmental regulations imposed in response to the pandemic, as well as uncertainty regarding all of the foregoing. iCoreConnect cannot at this time predict the full impact of the COVID-19 pandemic, but it could have a larger material adverse effect on its business, financial condition, results of operations and cash flows.

Risks Related to FGMC’s Business and the Business Combination

If FGMC is unable to complete a business combination by June 1, 2023, (or September 1, 2023 if FGMC’s time to complete a business combination is extended as described herein), and is forced to liquidate, the per-share liquidation distribution will be approximately $10.50. Furthermore, public FGMC stockholders will forfeit the FGMC Warrants included in the FGMC Units being redeemed. Assuming that 8,050,000 shares of FGMC Common Stock held by public stockholders were redeemed (i.e., the maximum redemption scenario), the 6,037,500 retained outstanding public FGMC Warrants would have an aggregate market value of approximately $664,000, based on the closing price on the Nasdaq of $0.11 per FGMC Warrant as of May 1, 2023. If a substantial number of public stockholders exercise their redemption rights, stockholders would experience dilution to the extent such FGMC Warrants are exercised for additional shares of the Combined Company’s common stock.

If third parties bring claims against FGMC, the proceeds held in trust could be reduced and the per public share liquidation price received by holders of FGMC Common Stock may be less than $10.25.

FGMC’s placing of funds in trust may not protect those funds from third party claims against FGMC. Although FGMC has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any

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right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of FGMC’s public stockholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of public stockholders. If FGMC liquidates the Trust Account before the completion of a business combination and distributes the proceeds held therein to its public stockholders, the Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, FGMC cannot assure you that it will be able to meet such obligation. Therefore, the per-share distribution from the Trust Account for FGMC stockholders may be less than $10.25 per public share of FGMC Common Stock due to such claims.

Additionally, if FGMC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in FGMC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the Trust Account, FGMC may not be able to return $10.25 to its public stockholders.

FGMC’s Current Charter provides that it will continue in existence only until June 1, 2023 (or September 1, 2023 if FGMC’s time to complete a business combination is extended as described herein ). If FGMC is unable to consummate a transaction within the required time period, upon notice from FGMC, the trustee of the Trust Account will distribute the amount in its Trust Account to its public stockholders. Concurrently, FGMC must pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although FGMC cannot assure FGMC stockholders that there will be sufficient funds for such purpose.

FGMC expects that all costs and expenses associated with implementing a plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $521,865 of proceeds held outside the Trust Account as of December 31, 2022, although FGMC cannot assure public stockholders that there will be sufficient funds for such purpose. FGMC will depend on sufficient interest being earned on the proceeds held in the Trust Account to pay any tax obligations FGMC may owe or for working capital purposes.

However, FGMC may not properly assess all claims that may be potentially brought against us. As such, FGMC stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from stockholders amounts owed to them by FGMC.

If, after we distribute the proceeds in the Trust Account to FGMC public stockholders, a liquidator is appointed in respect of FGMC, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a liquidator could seek to recover all amounts received by stockholders. In addition, FGMC’s board of directors may be viewed as having breached its fiduciary duty to creditors and/or having acted in bad faith, thereby exposing itself and us to claims of damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

If FGMC’s due diligence investigation of iCoreConnect was inadequate, then stockholders following the Business Combination could lose some or all of their investment.

Even though FGMC conducted a due diligence investigation of iCoreConnect, it cannot be sure that this diligence uncovered all material issues that may be present inside iCoreConnect or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of iCoreConnect and its business and outside of its control will not later arise.

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Stockholder litigation and regulatory inquiries and investigations are expensive and could harm FGMC’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against FGMC, whether or not resolved in FGMC’s favor, could result in substantial costs and divert FGMC’s management’s attention from other business concerns, which could adversely affect FGMC’s business and cash resources and the ultimate value FGMC’s stockholders receive as a result of the Business Combination.

The Initial Stockholders who own shares of FGMC Common Stock and FGMC Private Units will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

As of the Record Date of the FGMC Special Meeting, the Initial Stockholders owned an aggregate of 2,012,500 shares of FGMC Common Stock and 55,000 FGMC Private Units. They have waived their right to redeem any shares of FGMC Common Stock in connection with a stockholder vote to approve a proposed initial business combination, or to receive distributions with respect to any such shares upon the liquidation of the Trust Account if FGMC is unable to consummate a business combination. Based on a market price of $10.45 per share of FGMC Common Stock on May 1, 2023, the market value of the shares was approximately $21.0 million. The FGMC Private Units (including underlying securities) and founder shares acquired prior to the IPO will be worthless if FGMC does not consummate a business combination. Consequently, our directors’ discretion in identifying and selecting iCoreConnect as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in FGMC’s public stockholders’ best interest.

The waivers were made at the time that the founder shares were purchased for no additional consideration. Accordingly, if FGMC does not consummate an initial business combination, and is forced to liquidate, the Sponsor and the directors will lose their entire investment.

Conducting the Business Combination through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to completion of the Business Combination, the Combined Company may be required to take write-downs or write-offs, restructure its operations, or take impairment or other charges, any of which that could have a significant negative effect on the Combined Company’s financial condition, results of operations and the Common Stock price, which could cause FGMC’s stockholders to lose some or all of their investment.

Conducting the Business Combination through a merger rather than an underwritten offering presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the business plan and any underlying financial assumptions. In this transaction there is no independent third-party underwriter selling the shares of Common Stock of the Combined Company, and, accordingly, the Combined Company’s stockholders (including FGMC’s public stockholders) will not have the benefit of an independent review and due diligence investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering.

Although FGMC has conducted due diligence on iCoreConnect’s business, FGMC cannot assure its stockholders that this due diligence has identified all material issues that may be present in iCoreConnect’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of iCoreConnect’s business and outside of FGMC’s and iCoreConnect’s control will not later arise. As a result of these factors, the Combined Company may be forced to later write down or write off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Further, although FGMC performed a due diligence review and investigation of iCoreConnect in connection with the Business Combination, FGMC has different incentives and objectives in the Business Combination than an underwriter would in a traditional initial public offering, and therefore FGMC’s due

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diligence review and investigation should not be viewed as equivalent to the review and investigation that an underwriter would be expected to conduct. Even if FGMC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with FGMC’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on the Combined Company’s liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. In addition, charges of this nature may cause FGMC to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of its obtaining debt financing thereafter. Accordingly, any FGMC stockholders or warrant holders who choose to remain stockholders or warrant holders of the Combined Company following the business combination could suffer a reduction in the value of their securities. These FGMC stockholders or warrant holders are unlikely to have a remedy for the reduction in value.

In addition, because the Combined Company is not conducting a traditional underwritten initial public offering, security or industry analysts may not provide, or may be less likely to provide, coverage of the Combined Company. Investment banks may also be less likely to agree to underwrite securities offerings on behalf of the Combined Company than they might if the Combined Company conducted a traditional underwritten initial public offering, because they may be less familiar with the Combined Company as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Combined Company’s Common Stock could have an adverse effect on the Combined Company’s ability to develop a liquid market for the Common Stock.

FGMC stockholders who wish to redeem their public shares in connection with a proposed business combination must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

FGMC is requiring stockholders who wish to redeem their shares of FGMC Common Stock to either tender their certificates to Continental or to deliver their shares to Continental electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System at least two (2) business days before the FGMC Special Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is FGMC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because FGMC does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical certificate. While FGMC has been advised that it takes a short time to deliver shares of FGMC Common Stock through the DWAC System, FGMC cannot assure you of this fact. Accordingly, if it takes longer than FGMC anticipates for stockholders to deliver their shares, holders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares.

Redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If the Business Combination is not consummated, FGMC will promptly return certificates to public stockholders who wished to redeem their shares of FGMC Common Stock in connection with the proposed Business Combination. Investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities after the failed acquisition until FGMC has returned their securities to them. The market price of FGMC Common Stock may decline during this time and you may not be able to sell your shares when you wish to, even while other stockholders that did not seek redemption may be able to sell their shares.

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After the Business Combination, FGMC may redeem the unexpired redeemable FGMC Warrants prior to their exercise at a time that is disadvantageous to FGMC Warrant holders, thereby making their FGMC Warrants worthless.

FGMC may call the outstanding redeemable FGMC Warrants (excluding the FGMC Warrants underlying the Private FGMC Units) for redemption, in whole and not in part, at a price of $0.01 per Warrant:

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at any time after the FGMC Warrants become exercisable,

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upon not less than 30 days’ prior written notice of redemption to each FGMC Warrant holder,

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if, and only if, the reported last sale price of the FGMC Preferred Stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-day trading period commencing after the FGMC Warrants become exercisable and ending on the third trading day prior to the notice of redemption to public FGMC Warrant holders, and

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if, and only if, there is a current registration statement in effect with respect to the shares of FGMC Preferred Stock underlying such FGMC Warrant at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

The right to exercise FGMC Warrants will be forfeited unless the FGMC Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of an FGMC Warrant will have no further rights except to receive the redemption price for such holder’s FGMC Warrant upon surrender of such FGMC Warrant. The redemption criteria for FGMC Warrants have been established at a price which is intended to provide FGMC Warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the FGMC Warrant exercise price so that if the share price declines as a result of FGMC’s redemption call, the redemption will not cause the share price to drop below the exercise price of the Warrants; however, such redemption may occur at a time when the redeemable FGMC Warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of shares of FGMC Preferred Stock had FGMC Warrants remained outstanding. Historical trading prices (including recent trading prices) for FGMC Common Stock have not exceeded the $18.00 per share threshold at which the public FGMC Warrants would become redeemable. However, this could occur in connection with or after the closing of the Business Combination.

Further, if FGMC calls the FGMC Warrants for redemption as described above, management will have the option to require all holders that wish to exercise FGMC Warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the FGMC Warrants for that number of FGMC shares of Preferred Stock equal to the quotient obtained by dividing (x) the product of the number of shares of FGMC Preferred Stock underlying the FGMC Warrants, multiplied by the difference between the exercise price of the FGMC Warrants and the “fair market value” by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of FGMC Preferred Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of FGMC Warrants. Whether FGMC will exercise its option to require all holders to exercise their FGMC Warrants on a “cashless basis” will depend on a variety of factors including the price of shares of FGMC Preferred Stock at the time the FGMC Warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. Redemption of the outstanding FGMC Warrants could force holders (i) to exercise the FGMC Warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the FGMC Warrants at the then-current market price when the holder might otherwise wish to hold its FGMC Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding FGMC Warrants are called for redemption, is likely to be substantially less than the market value of the FGMC Warrants. The private FGMC Warrants are not redeemable by FGMC so long as they are held by the initial purchasers or their permitted transferees.

In the event FGMC determines to redeem the public FGMC Warrants, holders of redeemable FGMC Warrants would be notified of such redemption as described in the public warrant agreement dated as of February 25, 2022 between Continental Stock Transfer & Trust Company, as warrant agent, and FGMC, which shall be amended (the “Public Warrant Agreement”) and the private warrant agreement dated as of

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February 25, 2022 between Continental Stock Transfer & Trust Company, as warrant agent, and FGMC, which shall be amended (the “Private Warrant Agreement” and together with the Public Warrant Agreement, the “Warrant Agreements”). Specifically, in the event that FGMC elects to redeem all of the redeemable FGMC Warrants as described above, it shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by FGMC not less than 30 days prior to the Redemption Date to the registered holders of the redeemable Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreements shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable FGMC Warrants will be notified of such redemption via FGMC’s posting of the redemption notice to DTC. See “Description of the Combined Company’s Securities — Warrants.”

The future exercise of registration rights may adversely affect the market price of FGMC Common Stock and/or FGMC Preferred Stock.

Certain FGMC and iCoreConnect stockholders will have registration rights for restricted securities. In connection with entry into the Merger Agreement, FGMC agreed to enter into the Amended and Restated Registration Rights Agreement with the parties thereto, whereby FGMC will agree to, among other things, file a resale shelf registration statement registering certain of the securities held by the Holders (as defined in the Amended and Restated Registration Rights Agreement, which will include certain existing stockholders of FGMC and certain existing equityholders of iCoreConnect) no later than twenty (20) business days after the closing of the Business Combination. The Amended and Restated Registration Rights Agreement will also provide certain registration rights, including customary demand registration rights and piggyback registration rights to the Holders, subject to customary exceptions, terms and conditions. Sales of a substantial number of shares of FGMC Common Stock or FGMC Preferred Stock pursuant to these resale registration statements in the public market could occur at any time the registration statements remain effective. These sales, or the perception in the market that the holders of a large number of shares of FGMC Common Stock and/or FGMC Preferred Stock intend to sell their shares, could reduce the market price of FGMC Common Stock and/or FGMC Preferred Stock, as applicable.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of the Combined Company’s securities may decline.

The market price of the Combined Company’s securities may decline as a result of the Business Combination if:

•

the Combined Company does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

•

The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing stock prices.

FGMC’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, interests of FGMC stockholders, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the shares of FGMC Common Stock and FGMC Private Units (including the underlying securities) owned by FGMC’s management and directors, or their affiliates and associates, would become worthless if the FGMC Business Combination Proposal is not approved and FGMC otherwise fails to consummate a business combination prior to June 1, 2023 (or September 1, 2023 if FGMC’s time to complete a business combination is extended as described herein 1)). See “FGMC Proposal 1 — The FGMC Business Combination Proposal — Interests of Certain Persons in the Business Combination.” for additional information.

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FGMC and iCoreConnect have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by the Combined Company if the Business Combination is completed or by FGMC and iCoreConnect if the Business Combination is not completed.

FGMC and iCoreConnect expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, FGMC expects to incur approximately $5.5 million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by the Combined Company if the Business Combination is completed or by FGMC and iCoreConnect if the Business Combination is not completed.

FGMC will incur significant transaction costs in connection with the Business Combination.

FGMC will incur significant transaction costs in connection with the Business Combination. If the Business Combination is not consummated, FGMC may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Combined Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

In the event that a significant number of shares of FGMC Common Stock are redeemed, the Combined Company’s Preferred Stock may become less liquid following the Business Combination.

If the FGMC Common Conversion Proposal is approved, then the FGMC stockholders who elect not to redeem will receive shares of FGMC Preferred Stock in the Business Combination, and if a significant number of shares of FGMC Common Stock are redeemed, then FGMC may be left with a significantly small number of preferred stockholders. As a result, trading in the shares of preferred stock of the Combined Company may be limited and your ability to sell your shares of preferred stock of the Combined Company in the market could be adversely affected. In addition, given the fact that the stockholders of iCore will be receiving shares of common stock of the Combined Company in connection with the Merger, and not preferred stock, the number of holders of the Combined Company’s common stock will be less than it would be if stockholders of FGMC were remaining as common stockholders. Further, while FGMC and iCoreConnect intend that the shares of the Combined Company’s common stock to be issued in the Business Combination will be listed for trading on the Nasdaq under the ticker symbol “ICCT” and, if eligible for listing, the preferred stock of the Combined Company to be issued in the Business Combination in connection with the FGMC Common Conversion will be listed for trading on the Nasdaq under the ticker symbol “ICCTP”. And, more specifically, if the preferred stock of the Combined Company does not meet the listing standards of Nasdaq, but the common stock of the Combined Company does, while FGMC and iCoreConnect expect that the preferred stock will meet the listing requirements for the OTC Market and be listed and traded on that market, there may be less liquidity on the OTC market. If the Combined Company cannot meet the required listing standards for either or both of the Combined Company’s common stock or preferred stock, then Nasdaq may not list the Combined Company’s common stock or preferred stock on its exchange, which could limit investors’ ability to make transactions in the Combined Company’s securities and subject the Combined Company to additional trading restrictions.

The Combined Company will be required to meet the initial and continued listing requirements for both the common stock and preferred stock to be listed on the Nasdaq Stock Market. However, the Combined Company may fail to be unable to maintain the listing of its securities in the future.

If the Combined Company fails to meet the initial and continued listing requirements for its common stock and preferred stock, and Nasdaq either fails to approve the initial listing or later delists the Combined

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Company’s securities, the Combined Company could face significant material adverse consequences, including:

•

a limited availability of market quotations for its securities;

•

a limited amount of news and analyst coverage for the Combined Company; and

•

a decreased ability to issue additional securities or obtain additional financing in the future

FGMC may waive one or more of the conditions to the Business Combination without resoliciting stockholder approval for the Business Combination.

FGMC may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. FGMC’s board of directors will evaluate the materiality of any waiver to determine whether amendment of this joint proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if FGMC’s board of directors determines that a waiver is not sufficiently material to warrant resolicitation of stockholders, FGMC has the discretion to complete the Business Combination without seeking further stockholder approval. For example, it is a condition to FGMC’s obligations to close the Business Combination that there be no applicable law and no order prohibiting or preventing the consummation of the Business Combination, however, if the board determines that any such order is not material to the business of iCoreConnect, then the board may elect to waive that condition without stockholder approval and close the Business Combination.

FGMC’s stockholders will experience immediate dilution as a consequence of the issuance of common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that FGMC’s current stockholders have on the management of the Combined Company.

It is anticipated that upon completion of the Business Combination, the existing iCoreConnect stockholders will own approximately 100% of the outstanding common stock of the Combined Company, FGMC’s public stockholders will retain an ownership interest of approximately 45.4% in the Combined Company through their ownership of FGMC Preferred Stock, and the Sponsor, officers and directors of FGMC will retain an ownership interest of approximately 23% in the Combined Company through their ownership of FGMC Preferred Stock.

The ownership percentage with respect to the Combined Company does not take into account (i) the redemption of any public shares of FGMC Common Stock by FGMC’s public stockholders, (ii) any working capital adjustments made that would reduce the number of shares of FGMC Common Stock issuable to the iCoreConnect stockholders or (iii) the issuance of any additional shares upon the closing of the Business Combination under the Incentive Plan. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by FGMC’s stockholders in the Combined Company will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The table below presents possible sources of dilution and the extent of such dilution that non-redeeming public holders of shares of FGMC Common Stock could experience in connection with the Closing for multiple redemption levels. In an effort to illustrate the extent of such dilution, the table below assumes the exercise of all 6,037,500 public FGMC Warrants and 5,021,438 private FGMC Warrants but does not assume the issuance of any equity awards under the Incentive Plan. The below table also assumes that the FGMC Stockholders who receive preferred stock will immediately choose to convert the preferred stock to Common Stock, which will fully illustrate the potential dilution.

	Scenario Assuming No Redemption				Scenario Assuming 25% of redemption				Scenario Assuming 50% of redemption				Scenario Assuming 75% redemption				Scenario Assuming 100% redemption
	Shares		%		Shares		%		Shares		%		Shares		%		Shares		%
iCoreConnect Stockholders		9,800,000		31.6%		9,800,000		34%		9,800,000		36%		9,800,000		39%		9,800,000		43%
FGMC Public Stockholders(1)		14,087,500		45.4%		12,075,000		42%		10,062,500		37%		8,050,000		32%		6,037,500		26%
FGMC Initial Stockholders(2)		7,129,188		23.0%		7,129,188		25%		7,129,188		26%		7,129,188		29%		7,129,188		31%
Total common stock outstanding		31,016,688		100%		29,004,188		100%		26,991,688		100%		24,979,188		100%		22,966,688		100%

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(1)

Assumes all Public Stockholders who receive preferred stock elect to convert preferred to common stock at Closing and exercise 6,037,500 public warrants for common stock.

(2)

Assumes all Initial Stockholders who receive preferred stock elect to convert preferred to common stock at Closing and exercise 5,021,438 private warrants for common stock.

The table below presents the capitalization summary of common stock under the multiple redemption level scenarios if the FGMC stockholders did not elect to convert their preferred to common stock. The table below assumes the exercise of all 6,037,500 public FGMC Warrants and 5,021,438 private FGMC Warrants but does not assume the issuance of any equity awards under the Incentive Plan.

	Scenario Assuming No Redemption				Scenario Assuming 25% of redemption				Scenario Assuming 50% of redemption				Scenario Assuming 75% redemption				Scenario Assuming 100% redemption
	Shares		%		Shares		%		Shares		%		Shares		%		Shares		%
iCoreConnect Stockholders		9,800,000		100.0%		9,800,000		100%		9,800,000		100%		9,800,000		100%		9,800,000		100%
FGMC Public Stockholders(1)		0		0.0%		—		0%		—		0%		—		0%		—		0%
FGMC Initial Stockholders(2)		0		0.0%		—		0%		—		0%		—		0%		—		0%
Total common stock outstanding		9,800,000		100%		9,800,000		100%		9,800,000		100%		9,800,000		100%		9,800,000		100%

(1)

Assumes all Public Stockholders who receive preferred stock continue to hold preferred stock at Closing.

(2)

Assumes all Initial Stockholders who receive preferred stock continue to hold preferred stock at Closing.

If the FGMC NTA Requirement Amendment Proposal (Proposal 8) is approved, our failure to meet the initial listing requirements of Nasdaq could result in an inability to list the Combined Company’s shares of common stock and preferred stock on Nasdaq and require it to comply with the penny stock rules and could affect our cash position following the Business Combination.

The Current Charter provides that FGMC will not redeem FGMC Common Stock in an amount that would cause net tangible assets to be less than $5,000,001. The purpose of this provision was to ensure that, in connection with its initial business combination, FGMC would continue, as it has since the IPO, to not be subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act, because FGMC complied with an exclusion to the “penny stock” rules for companies that have net tangible assets of at least $5,000,001. However, FGMC believes that it may rely on another exclusion, which relates to it being listed on the Nasdaq Global Market. If the FGMC NTA Requirement Amendment Proposal (Proposal 8) is approved, our failure to meet the initial listing requirements of Nasdaq could result in an inability of the Combined Company to list its common stock, and therefore also its preferred stock, on Nasdaq and the obligation to comply with the penny stock trading rules.

If the Combined Company is not able to list its common stock, and therefore also its preferred stock, on Nasdaq, its shares would likely then trade only in the over-the-counter market and the market liquidity of shares could be adversely affected and their market price could decrease. If the Combined Company’s shares were to trade on the over-the-counter market, selling them could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for the Combined Company; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for the Combined Company’s common stock and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for the Combined Company.

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Moreover, if the FGMC NTA Requirement Amendment Proposal (Proposal 8) is approved, there can be no guarantee that the Combined Company will have net tangible assets of at least $5,000,001 immediately following the closing of the Business Combination. We do not expect the approval of the FGMC NTA Requirement Amendment Proposal to have a material adverse effect on the Combined Company’s cash position following the closing of the Business Combination. See “FGMC Proposal 8 — The NTA Requirement Amendment Proposal.”

Termination of the Business Combination Agreement could negatively impact FGMC.

If the Business Combination is not completed for any reason, including FGMC stockholders declining to approve the proposals required to effect the Business Combination, the ongoing business of FGMC may be adversely impacted and, without realizing any of the anticipated benefits of completing the transactions, FGMC would be subject to a number of risks, including the following:

•

FGMC may experience negative reactions from the financial markets, including negative impacts on its stock price (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed); and

•

FGMC will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the transaction is completed.

If the Business Combination Agreement is terminated, and FGMC’s board of directors seeks another merger or business combination, FGMC stockholders cannot be certain that FGMC will be able to find another acquisition target that would constitute a business combination or that such other merger or business combination will be completed.

The Merger Agreement contains provisions that may discourage FGMC from seeking an alternative business combination.

The Merger Agreement contains provisions that prohibit FGMC from seeking alternative business combinations during the pendency of the Business Combination. Further, if FGMC is unable to obtain the requisite approval of its stockholders, either party may terminate the Merger Agreement.

The Business Combination will result in changes to the board of directors of the Combined Company that may affect the strategy of the Combined Company.

If the parties complete the Business Combination, the composition of the board of directors of the Combined Company will change from the current boards of directors of FGMC and iCoreConnect. The board of directors of the Combined Company will consist of five directors after the completion of the Business Combination. This new composition of the Combined Company’s board of directors may affect the business strategy and operating decisions of the Combined Company upon the completion of the Business Combination.

Stockholders will have their rights as stockholders governed by the Post-Closing Combined Company Governing Documents.

As a result of the completion of the Business Combination, holders of shares of FGMC Common Stock will become holders of shares of FGMC Preferred Stock and holders of shares of iCoreConnect Common Stock will become holders of shares of Combined Company Common, each as well will be governed by the Proposed Charter. As a result, there will be differences between the rights currently enjoyed by stockholders of FGMC and iCoreConnect, respectively, and the rights that stockholders will have as stockholders of the Combined Company, some of which may be less favorable. See “Comparison of Corporate Governance and Stockholder Rights.”

The Sponsor has agreed to vote in favor of the proposals at the FGMC Special Meeting, regardless of how public stockholders vote.

As of the date hereof, the shares of FGMC Common Stock owned by the Sponsor represents approximately 19.8% of the voting power of the outstanding shares of FGMC Common Stock. Pursuant

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to an agreement entered into at the closing of the FGMC IPO, the Sponsor has agreed to vote its Common Stock in favor of each of the proposals at the FGMC Special Meeting, regardless of how public stockholders vote. Accordingly, the agreement by the Sponsor to vote in favor of each of the proposals at the FGMC Special Meeting will increase the likelihood that FGMC will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby.

FGMC may amend the terms of its warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of the warrants could be increased, the exercise period could be shortened and the number of shares of FGMC Common Stock or the type of security purchasable upon exercise of a Public Warrant could be changed, all without warrantholder approval.

The Public Warrants were issued in registered form under the Public Warrant Agreement. The Public Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of the Public Warrants. Accordingly, FGMC may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

Because the market price of shares of Combined Company Common Stock will fluctuate, iCoreConnect stockholders cannot be sure of the value of the merger consideration they will receive.

In connection with the Business Combination, stockholders of iCoreConnect will receive shares of Combined Company Common Stock. The merger consideration that iCoreConnect stockholders will therefore receive is a fixed number of shares of Combined Company Common Stock; it is not a number of shares with a particular fixed market value. See “FGMC Proposal 1 — The FGMC Business Combination Proposal — The Merger Agreement — Business Combination Consideration” for more information. The market value of Combined Company Common Stock and iCoreConnect Common Stock at or after Closing may vary significantly from their respective values on the date the Merger Agreement was executed, at the Closing date or at other dates. Stock price changes may result from a variety of factors, including changes in the business, operations or prospects of FGMC or iCoreConnect, regulatory considerations, and general business, market, industry or economic conditions. Many of these factors are outside of the control of FGMC and iCoreConnect.

Our Current Charter prevents us from consummating any Business Combination unless we have net tangible assets of at least $5,000,001 upon consummation of the Business Combination. The purpose of this provision in our Current Charter was to ensure that, in connection with its initial business combination, FGMC would continue, as it has since the IPO, to be not subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and FGMC believes that it may rely on another exclusion, which relates to it being listed on the Nasdaq Capital Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, FGMC intends to rely on the Exchange Rule to not be deemed a penny stock issuer. FGMC is proposing to amend its Current Charter to add an additional basis on which FGMC may rely, as it has since the IPO, to be not subject to the “penny stock” rules of the SEC. See “FGMC Proposal 8 — The NTA Requirement Amendment Proposal.”

The ability of our public stockholders to redeem their shares for cash could cause our net tangible assets to be less than $5,000,001, unless we are able to obtain finance agreements in connection with the Business Combination. If the NTA Requirement Amendment Proposal is not approved by the holders of 50% of the outstanding shares of FGMC Common Stock and if we are unable to obtain finance agreements

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in connection with the Business Combination, the ability of our public stockholders to redeem their shares for cash could cause our net tangible assets to be less than $5,000,001, which would prevent us from consummating the Business Combination.

There is no guarantee that a stockholder’s decision whether to redeem its shares of FGMC Common Stock for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its shares of FGMC Preferred Stock in the future following the consummation of the FGMC Common Conversion and the Business Combination.

Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the stock price of the Combined Company and may result in a lower value realized upon redemption than a stockholder of FGMC might realize in the future had the stockholder not redeemed its FGMC Common Stock. Similarly, if a stockholder does not redeem its FGMC Common Stock, the stockholder will bear the risk of ownership of the FGMC Preferred Stock after the consummation of the FGMC Common Conversion and the Business Combination, and there can be no assurance that a stockholder can sell its shares of FGMC Preferred Stock in the future for a greater amount than the redemption price paid in connection with the redemption of the FGMC Common Stock in connection with the consummation of the Business Combination. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

You must tender your shares of FGMC Common Stock in order to validly seek redemption at the FGMC Special Meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental or to deliver your shares of FGMC Common Stock to Continental electronically using the DTC’s DWAC (Deposit / Withdrawal At Custodian) System, in each case, at least two (2) business days before the FGMC Special Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once a Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the Business Combination.

The Sponsor, FGMC’s executive officers and directors and certain affiliates of FGMC may have certain conflicts in connection with the Business Combination, since certain of their interests are different from, or in addition to, your interests as a stockholder of FGMC.

The Sponsor and FGMC’s executive officers and directors have interests in each of the proposals that are different from, or in addition to, and which may conflict with, your interest as a stockholder of FGMC. These interests include, among other things:

•

If an initial business combination, such as the Business Combination, is not completed by June 1, 2023, or September 1, 2023 if FGMC’s time to complete a business combination is extended as described herein, FGMC will be required to dissolve and liquidate. In such event, the 2,012,500 founder shares currently held by FGMC’s Initial Stockholders, which were acquired prior to FGMC’s IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. This waiver was made at the time that the founder shares were purchased for no additional consideration. The founder shares were purchased for an aggregate purchase price of $25,000, or less than $0.01 per share. Accordingly, Initial Stockholders will receive a positive rate of return so long as the market price of the Common Stock is at least $0.01 per share, even if public stockholders experience a negative rate of return in the Combined Company. The founder shares had an aggregate market value of approximately $20.7 million based on the closing price of FGMC shares of Common Stock on the Nasdaq Stock Market as of January 31, 2023.

•

If an initial business combination, such as the Business Combination, is not completed by June 1, 2023, or September 1, 2023 if FGMC’s time to complete a business combination is extended as described herein, the 55,000 Private Units, 3,950,000 $11.50 Private Warrants and 1,000,000 $15.00 Private Warrants purchased by the Sponsor for a total purchase price of $4,600,000, will be worthless.

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The Sponsor’s Private Units had an aggregate market value of approximately $580,000 based on the closing price of FGMC Units on the Nasdaq Stock Market as of May 1, 2023, the Sponsor’s $11.50 Private Warrants had an aggregate market value of approximately $435,000 based on the closing price of FGMC Warrants on the Nasdaq Stock Market as of May 1, 2023 and the Sponsor’s $15.00 Private Warrants had an aggregate market value of approximately $110,000 based on the closing price the Nasdaq Stock Market as of May 1, 2023.

•

We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our Common Stock after December 31, 2022.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation and because our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions of our Common Stock after December 31, 2022, including redemptions in connection with the Business Combination, unless an exemption is available. In addition, the Excise Tax would be payable by us, and not by the redeeming holder, however the mechanics of any required payment of the Excise Tax have not

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been determined. Further, based on recently issued interim guidance from the Internal Revenue Service and Treasury in Notice 2023-2, subject to certain exceptions, the Excise Tax should not apply in the event of FGMC’s liquidation.

•

immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable;

•

using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and

•

without discounting for lack of marketability or minority status.

If any iCoreConnect stockholders properly preserve, assert and exercise such dissenter’s rights and to the extent any such demands for payment of fair value cannot be settled between those stockholders and iCoreConnect within the parameters prescribed by the Nevada Dissenter’s Rights Statutes, under NRS 92.490, iCoreConnect then would be required to commence an action in Nevada state district court for a judicial determination of fair value plus accrued interest determined in accordance with NRS 92A.340. iCoreConnect reserves the right to assert in any such appraisal proceeding that, for purposes thereof, the fair value of an iCoreConnect dissenting share is less than the value of the per share consideration to be issued and paid in connection with the Business Combination. However, the fair value (as defined in NRS 92A.320) of iCoreConnect shares, as determined by the Nevada state district court under the Nevada Dissenter’s Rights Statutes, could be more than, the same as or less than the value of the consideration to be paid in connection with the Business Combination. It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and any such exposure may be material. Regardless of outcome, legal proceedings can have an adverse impact on the Combined Company because of defense and settlement costs, diversion of management resources and other factors. Any such impact could have an adverse impact on the economic benefits of the Business Combination.

Risks Related to Combined Company’s Common Stock, Preferred Stock and the Securities Market

The Combined Company’s stock price may fluctuate significantly.

The market price of the Combined Company Common Stock and FGMC Preferred Stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

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actual or anticipated fluctuations in the Combined Company’s results of operations due to factors related to its business;

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success or failure of the Combined Company’s business strategies;

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competition and industry capacity;

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changes in interest rates and other factors that affect earnings and cash flow;

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the Combined Company’s level of indebtedness, ability to make payments on or service indebtedness and the Combined Company’s ability to obtain financing as needed;

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the Combined Company’s ability to retain and recruit qualified personnel;

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the Combined Company’s quarterly or annual earnings, or those of other companies in the industry;

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announcements by us or the Combined Company’s competitors of significant acquisitions or dispositions;

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changes in accounting standards, policies, guidance, interpretations or principles;

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the failure of securities analysts to cover, or positively cover, the Combined Company’s common stock after the Business Combination;

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changes in earnings estimates by securities analysts or the Combined Company’s ability to meet those estimates;

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the operating and stock price performance of other comparable companies;

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investor perception of the Combined Company and its industry;

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overall market fluctuations unrelated to the Combined Company’s operating performance;

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results from any material litigation or government investigation;

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changes in laws and regulations (including tax laws and regulations) affecting the Combined Company’s business;

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changes in capital gains taxes and taxes on dividends affecting stockholders; and

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general economic conditions and other external factors.

Low trading volume for the Combined Company’s common stock and/or preferred stock, which may occur if an active trading market does not develop, among other reasons, would amplify the effect of the above factors on the Combined Company’s stock price volatility.

Should the market price of the Combined Company’s shares drop significantly, stockholders may institute securities class action lawsuits against the Combined Company. A lawsuit against the Combined Company could cause it to incur substantial costs and could divert the time and attention of management and other resources.

Your percentage ownership in the Combined Company may be diluted in the future.

Stockholders’ percentage ownership in the Combined Company may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that the Combined Company will be granting to directors, officers and other employees. iCoreConnect’s board of directors has adopted the Incentive Plan for the benefit of certain of its current and future employees, service providers and non-employee directors. Such awards will have a dilutive effect on our earnings per share, which could adversely affect the market price of the common stock.

From time-to-time, the Combined Company may opportunistically evaluate and pursue acquisition opportunities, including acquisitions for which the consideration thereof may consist partially or entirely of newly-issued shares of iCoreConnect common stock and/or preferred stock and, therefore, such transactions, if consummated, would dilute the voting power and/or reduce the value of our common stock and/or preferred stock.

Issuing additional shares of the Combined Company’s capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our common stock and/or preferred stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Additional series of preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. The Combined Company’s decision to issue securities in any future offering will depend on market conditions and other factors beyond the Combined Company’s control, which may adversely affect the amount, timing, or nature of future offerings. As a result, current stockholders bear the risk that future offerings may reduce the market price of the Combined Company’s common stock and dilute their percentage ownership.

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Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We have applied to have the Combined Company Common Stock, the FGMC Preferred Stock and the Combined Company’s warrants listed on Nasdaq. We expect that our securities will be listed on Nasdaq at or promptly after the consummation of the Business Combination. We cannot guarantee that our securities will be approved for listing on Nasdaq. Although we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future. In order to continue listing our securities on Nasdaq we must maintain certain financial, distribution and stock price levels. We cannot assure you that we will be able to meet those initial listing requirements at that time.

Once listed on Nasdaq, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, our securities may continue to be listed on OTC Pink Sheets, an inter-dealer automated quotation system for equity securities not listed on a national exchange. If our securities become delisted from Nasdaq for any reason, and are quoted on the OTC Pink Sheets, the liquidity and price of our securities may be more limited than if we were listed on Nasdaq or another national exchange. In such event, we could face significant material adverse consequences, including:

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a limited availability of market quotations for our securities;

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more limited liquidity for our securities;

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a determination that the Combined Company Common Stock is a “penny stock” which will require brokers trading in such stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

In the event that the Combined Company fails to satisfy any of the listing requirements of the Nasdaq Global Market, Nasdaq may reject our application to list on Nasdaq, and the parties may waive the closing condition in the Merger Agreement that the Combined Company Common Stock be listed on Nasdaq at the closing of the Business Combination.

Following the Business Combination, the Combined Company Common Stock, is expected to be listed on the Nasdaq Global Market. To list these securities on the Nasdaq Global Market, the Combined Company will be required to comply with the listing requirements, including the minimum market capitalization standard, the corporate governance requirements and the minimum closing bid price requirement, among other requirements. In the event that the Combined Company fails to satisfy any of the listing requirements, Nasdaq may reject the Combined Company’s application to list its common stock on Nasdaq. Though the listing of the Combined Company Common Stock on Nasdaq is a condition to the closing of the Business Combination, the parties may waive such closing condition and proceed to close the Business Combination. If the Combined Company Common Stock is not listed on Nasdaq, it is likely to be more difficult to trade in or obtain accurate quotations as to the market price of the Combined Company Common Stock, and the Combined Company Common Stock is likely to continue to be listed on the OTC Pink Sheets. As a result, the Combined Company could face significant adverse consequences including:

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a limited availability of market quotations for its securities;

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more limited liquidity for its securities;

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a determination that the Combined Company Common Stock is a “penny stock” which will require brokers trading in the Combined Company Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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Additionally, following the Merger, the FGMC Preferred Stock is expected to be listed on the Nasdaq Global Market. To list FGMC Preferred Stock on the Nasdaq Global Market, the Combined Company will be required to comply with the necessary listing requirements, including the minimum market capitalization standard, the corporate governance requirements and the minimum closing bid price requirement, among other requirements. In the event that the Combined Company fails to satisfy any of these listing requirements, Nasdaq may reject the Combined Company’s application to list its preferred stock on Nasdaq. If the FGMC Preferred Stock is not listed on Nasdaq, it is likely to be more difficult to trade in or obtain accurate quotations as to the market price of the FGMC Preferred Stock, and the FGMC Preferred Stock may be listed on the OTC Pink Sheets. As a result, the Combined Company could face significant adverse consequences including:

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a limited availability of market quotations for its securities;

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more limited liquidity for its securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

An active trading market for the Combined Company Common Stock or the FGMC Preferred Stock may not develop.

The listing of Combined Company Common Stock or FGMC Preferred Stock on Nasdaq does not assure that a meaningful, consistent and liquid trading market for such securities exists. An active trading market for shares of Combined Company Common Stock or FGMC Preferred Stock may never develop or be sustained. If an active market for any such securities does not develop, it may be difficult for investors to sell their shares without depressing the market price for the shares or at all.

The Combined Company Common Stock will be subordinated to shares of the FGMC Stock issued in the FGMC Common Conversion.

In connection with the FGMC Common Conversion, each share of FGMC Common Stock will be converted into shares of newly issued FGMC Preferred Stock and holders of FGMC Common Stock at the time of the FGMC Common Conversion will receive shares of FGMC Preferred Stock, and their shares of FGMC Common Stock will be cancelled. Such FGMC Preferred Stock will be convertible into shares of Combined Company Common Stock at any time at the holder’s option, and in certain circumstances at Combined Company’s option, subject to the conversion procedures and at the conversion price described in the Proposed Charter. As described in the Proposed Charter, shares of FGMC Preferred Stock will rank senior to shares of Combined Company Common Stock, with respect to rights on the distribution of assets in any voluntary or involuntary liquidation, dissolutions or winding up of the affairs of the Combined Company.

Shares of FGMC Preferred Stock may be subordinate to any senior preferred stock that Combined Company Common Stock may issue and to any future indebtedness.

The Combined Company may, subject to approval by the majority of the holders of the shares of FGMC Preferred Stock, issue equity or debt securities that rank senior or pari passu to the rights of the FGMC Preferred Stock. If the Combined Company were to issue any such equity or debt securities, the shares of FGMC Preferred Stock may rank junior to such securities with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the company, as well as to all creditor claims and other non-equity claims against the Combined Company and its assets available to satisfy claims on it, including claims in a bankruptcy or similar proceeding.

Because there are no current plans to pay cash dividends on Combined Company Common Stock or FGMC Preferred Stock for the foreseeable future, you may not receive any return on investment unless you sell your shares for a price greater than that which you originally paid.

The Combined Company intends to retain future earnings, if any, for future operations, expansion and debt repayment (if any) and there are no current plans to pay any cash dividends for the foreseeable future.

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The declaration, amount and payment of any future dividends on shares of Combined Company Common Stock or FGMC Preferred Stock will be at the sole discretion of the Combined Company’s board of directors. The Combined Company’s board of directors may take into account general and economic conditions, the Combined Company’s financial condition and results of operations, its available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends to its stockholders or by its subsidiaries to it and such other factors as the Combined Company’s board of directors may deem relevant. In addition, the Combined Company’s ability to pay dividends may be limited by covenants of any future indebtedness the Combined Company incurs. As a result, you may not receive any return on an investment in Combined Company Common Stock or FGMC Preferred Stock unless you sell shares for a price greater than that which you originally paid.

As a holder of FGMC Preferred Stock, you will have extremely limited voting rights.

Except as provided by law, the holders of FGMC Preferred Stock will not be entitled to vote at or receive notice of any meeting of stockholders.

The Sponsor and FGMC’s directors and executive officers who hold Founder Shares, and/or Private Units may receive a positive return on the Founder Shares and/or Private Units even if FGMC’s public stockholders experience a negative return on their investment after consummation of the Business Combination.

If FGMC is able to complete a business combination within the required time period, the Sponsor and FGMC’s directors and executive officers who hold Founder Shares and/or Private Units may receive a positive return on their investments which were acquired prior to the IPO, or concurrently with completion of the IPO, even if FGMC’s public stockholders experience a negative return on their investment in FGMC common stock after consummation of the Business Combination.

If the Combined Company Common Stock is delisted from trading, the ability of holders of Combined Company Preferred Stock to transfer or sell their shares of the FGMC Preferred Stock may be limited and the market value of the FGMC Preferred Stock will likely be materially adversely affected.

The FGMC Preferred Stock does not contain provisions that are intended to protect the holders of FGMC Preferred Stock if the Combined Company Common Stock is delisted from trading on a securities exchange. Accordingly, if the Combined Company Common Stock is delisted from trading on a securities exchange, the ability of holders of FGMC Preferred Stock to transfer or sell their shares may be limited and the market value of the FGMC Preferred Stock will likely be materially adversely affected.

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THE FGMC SPECIAL MEETING

General

FGMC is furnishing this joint proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the FGMC Board for use at the FGMC Special Meeting to be held virtually at 10:00 a.m. Eastern Time, on May 26, 2023, and at any adjournment or postponement thereof. This joint proxy statement/prospectus provides FGMC stockholders with information they need to know to be able to vote or direct their vote to be cast at the special meeting.

Date, Time and Place of the Special Meeting

The FGMC Special Meeting will be held at 10:00 a.m. Eastern Time, on May 26, 2023. In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, FGMC has determined that the meeting will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/fgmerger/2023 in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team.

Purpose of the FGMC Special Meeting

At the FGMC Special Meeting, FGMC is asking holders of FGMC Common Stock to consider and vote upon:

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FGMC Proposal 3 — The FGMC Charter Amendment Proposal — to approve an amendment and restatement of FGMC’s amended and restated certificate of incorporation (the “Current Charter”) in the form of the Proposed Charter attached to this joint proxy statement/prospectus as Annex C-1 to, among other things, change the name of FGMC, to iCoreConnect Inc. and effect the amendments relating to corporate governance described below in FGMC Proposal 4. This Proposal is called the “FGMC Charter Amendment Proposal” or “FGMC Proposal 3.”

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FGMC Proposal 4(B) — that the authorized capital of the Combined Company will be (a) 100,000,000 shares of common stock, par value $0.0001 per share, and (b) 200,000,000 shares of preferred stock, par value $0.0001 per share;

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FGMC Proposal 7 — The FGMC Incentive Plan Proposal — to approve the 2023 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this joint proxy statement/prospectus as Annex D, in connection with the Business Combination. This Proposal is called the “FGMC Incentive Plan Proposal” or “FGMC Proposal 7.”

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FGMC Proposal 9 — The FGMC Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the FGMC Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the FGMC Business Combination Proposal, in the event FGMC does not receive the requisite stockholder vote to approve the Proposal. This Proposal is called the “FGMC Adjournment Proposal” or “FGMC Proposal 9.”

Recommendation of the FGMC Board

The FGMC Board believes that the FGMC Business Combination Proposal and the other proposals to be presented at the FGMC Special Meeting are in the best interest of FGMC’s stockholders and unanimously recommends that its stockholders vote “FOR” the approval of the FGMC Business Combination Proposal, “FOR” the approval of the FGMC Common Conversion Proposal, “FOR” the approval of the FGMC Charter Amendment Proposal. “FOR” the approval of the FGMC Advisory Charter Proposals, “FOR” the approval of the FGMC Nasdaq Proposal, “FOR” the approval of the FGMC Directors Proposal, “FOR” the approval of the FGMC Incentive Plan Proposal, “FOR” the approval of the FGMC NTA Requirement Amendment Proposal and “FOR” the approval of the FGMC Adjournment Proposal. The existence of financial and personal interests of one or more of FGMC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of FGMC and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, FGMC’s officers have interests in the Merger that may conflict with your interests as a stockholder.

Record Date; Who is Entitled to Vote

FGMC stockholders will be entitled to vote or direct votes to be cast at the FGMC Special Meeting if they owned shares of FGMC Common Stock at the close of business on April 13, 2023, which is the “Record Date” for the FGMC Special Meeting. Stockholders will have one vote for each share of FGMC Common

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Stock owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. As of the close of business on the Record Date, there were 10,157,750 shares of FGMC Common Stock issued and outstanding.

Certain holders of FGMC Common Stock which are affiliates of directors and officers of FGMC have agreed to, among other things, vote in favor of the Merger. As of the date of this joint proxy statement/prospectus, such holders own approximately 20.4% of the issued and outstanding shares of FGMC Common Stock.

Quorum

A quorum of FGMC stockholders is necessary to hold a valid meeting. A quorum will be present at the FGMC Special meeting if the holders of a majority of the issued and outstanding shares of FGMC Common Stock entitled to vote at the special meeting are represented in person or by proxy. As of the Record Date for the FGMC Special Meeting, 5,078,876 shares would be required to achieve a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to FGMC but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. FGMC believes all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.

Vote Required for Approval

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Voting Your Shares

Each share of FGMC Common Stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of FGMC Common Stock that you own.

If you are a record owner of your shares, there are two ways to vote your shares of FGMC Common Stock at the extraordinary general meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the FGMC Board, “FOR” the approval of the FGMC Business Combination Proposal, “FOR” the approval of the FGMC Common Conversion Proposal, “FOR” the approval of the FGMC Charter Amendment Proposal, “FOR” the approval of the FGMC Advisory Charter Proposals, “FOR” the approval of the FGMC Nasdaq Proposal, “FOR” the approval of the FGMC Directors Proposal, “FOR” the approval of the FGMC Incentive Plan Proposal, “FOR” the approval of the FGMC NTA Requirement Amendment Proposal and “FOR” the approval of the FGMC Adjournment Proposal, in each case, if presented to the special meeting. Votes received after a matter has been voted upon at the special meeting will not be counted.

You Can Attend the Special Meeting and Vote in Person.

If your shares are registered in your name with the Transfer Agent and you wish to attend the special meeting, go to https://www.cstproxy.com/fgmerger/2023 , enter the control number included on your proxy card or notice of the special meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the special meeting you will need to log back into the special meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the special meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to Continental. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. After contacting the Transfer Agent, a beneficial holder will receive an e-mail prior to the special meeting with a link and instructions for entering the special meeting. Beneficial stockholders should contact the Transfer Agent at least five business days prior to the special meeting date in order to ensure access.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person or online and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way FGMC can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are an FGMC stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

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you may send another proxy card with a later date;

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you may notify Advantage Proxy in writing before the special meeting that you have revoked your proxy; or

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you may attend the special meeting, revoke your proxy, and vote, as indicated above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions about Voting Your Shares

If you are an FGMC stockholder and have any questions about how to vote or direct a vote in respect of your shares of FGMC Common Stock, you may call Advantage Proxy, our proxy solicitor, by calling Toll Free: 877-870-8565, or banks and brokers can call collect at 206-870-8565, or by emailing KSmith@advantageproxy.com.

Appraisal Rights

Holders of FGMC Common Stock do not have appraisal rights in connection with the Merger under the DGCL.

Proxy Solicitation

FGMC is soliciting proxies on behalf of the FGMC Board. This solicitation is being made by mail but also may be made by telephone or in person. FGMC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. FGMC will file with the SEC all scripts and other electronic communications as proxy soliciting materials. FGMC will bear the cost of the solicitation.

FGMC has engaged Advantage Proxy to assist in the solicitation process and will pay Advantage Proxy a fee of $10,000, plus disbursements.

FGMC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. FGMC will reimburse them for their reasonable expenses.

FGMC Stockholders

As of the date of this joint proxy statement/prospectus, there are 10,157,750 shares of FGMC Common Stock issued and outstanding.

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FGMC PROPOSAL 1 — THE FGMC BUSINESS COMBINATION PROPOSAL

General

Holders of FGMC Common Stock are being asked to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Business Combination. FGMC stockholders should read carefully this joint proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this joint proxy statement/prospectus. Please see the section titled “— The Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

Because FGMC is holding a stockholder vote on the Business Combination, FGMC may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the shares of FGMC Common Stock that are voted at the FGMC Special Meeting.

The Parties to the Business Combination

FGMC

FGMC is an early stage and emerging growth company and, as such, FGMC is subject to all of the risks associated with early stage and emerging growth companies.

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Each $11.50 Private Warrant entitles the holder to purchase one common share at an exercise price of $11.50 per each share, is exercisable for a period of five years from the date of a business combination, is non-redeemable, and may be exercised on a cashless basis. Additionally, the $11.50 Private Warrants and the shares issuable upon the exercise of the $11.50 Private Warrants are not transferable, assignable or salable until after the completion of a business combination, subject to certain limited exceptions.

FGMC’s principal executive offices are located at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143. and its telephone number is (303) 396-8751.

iCoreConnect Inc.

Merger Sub

The Merger Agreement

The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of FGMC, Merger Sub, and iCoreConnect.

The Business Combination

Pre-Closing FGMC Conversion

Prior to the Closing, each share of FGMC common stock, par value $0.0001 (“FGMC Common Stock”) shall be converted into shares of newly issued FGMC preferred stock, par value $0.0001 (“FGMC Preferred Stock”). The FGMC Preferred Stock shall have the rights, preferences, powers, privileges and restrictions, qualifications and limitations as set forth in Exhibit D to the Merger Agreement, including but not limited to:

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The holders of FGMC Preferred Stock will not be entitled to vote on any matters submitted to the stockholders of FGMC.

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Accordingly, upon the effectiveness of the FGMC Common Conversion, the Warrants will become, pursuant to their terms, exercisable for shares of FGMC Preferred Stock instead of shares of FGMC Common Stock. In addition, at any time after the effectiveness of the FGMC Common Conversion, upon the occurrence of a Mandatory Conversion Event, the Warrants will once again become, exercisable for shares of FGMC Common Stock. See ‘‘FGMC Proposal 2 — The FGMC Common Conversion Proposal — Effect on Outstanding FGMC Warrants.’’

Pre-Closing iCoreConnect Conversions

Business Combination Consideration

Governance

Representations and Warranties; Covenants

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In addition, FGMC has agreed to adopt an equity incentive plan, as described in the Merger Agreement.

Conditions to Each Party’s Obligations

Termination

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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

iCoreConnect Support Agreement

Sponsor Support Agreement

Lock-Up Agreement

Amended and Restated Registration Rights Agreement

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Sponsor Forfeiture Agreement

In connection with the execution of the Merger Agreement, FG Merger Investors LLC, the Sponsor, FGMC and iCoreConnect entered into a sponsor forfeiture agreement (the “Sponsor Forfeiture Agreement”) pursuant to which the Sponsor has agreed that if at the closing of the Business Combination the SPAC Closing Cash (as defined in the Sponsor Forfeiture Agreement) is less than $20,000,000 then upon and subject to such closing the Sponsor will forfeit any and all dividends accrued on any shares of preferred stock, par value $0.0001 of FGMC (“FGMC Preferred Stock”) owned by the Sponsor, at the time of payment, whether such dividend shall be paid in cash or by the issuance of additional shares of Preferred Stock.

Opinion of FG Merger Corp’s Financial Advisor

Intrinsic rendered its opinion to the FGMC board of directors that, as of December 31, 2022 and based upon and subject to the factors and assumptions set forth therein, the transaction consideration to be paid by FGMC, taken in the aggregate, pursuant to the Merger Agreement was fair from a financial point of view to holders of FGMC Common Stock.

The full text of the written opinion of Intrinsic, dated December 31, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex E. The full presentation, dated December 31, 2022, that Intrinsic provided to the board of directors is attached as Annex F. The summary of the Intrinsic opinion contained in this document is qualified in its entirety by reference to the full text of Intrinsic’s written opinion and board presentation. The Intrinsic opinion is not a recommendation as to whether or not any holder of FGMC Common Stock should approve any of the proposals presented at the FGMC Special Meeting.

In connection with rendering the opinion described above and performing its related financial analyses, Intrinsic, among other things:

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reviewed certain publicly available business and financial information relating to FGMC and iCoreConnect that Intrinsic deemed to be relevant;

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reviewed the iCoreConnect projections;

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discussed with management of FGMC their assessment of the past and current operations of FGMC and iCoreConnect, the current financial condition and prospects of FGMC and iCoreConnect, and the iCoreConnect projections (including their views on the risks and uncertainties of achieving the iCoreConnect projections);

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discussed with management of iCoreConnect their assessment of the past and current operations of iCoreConnect, the current financial condition and prospects of iCoreConnect, and the iCoreConnect projections (including their views on the risks and uncertainties of achieving the iCoreConnect projections);

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reviewed the reported prices and the historical trading activity of FGMC Common Stock and iCoreConnect Common Stock;

•

compared the financial performance of iCoreConnect and its stock market trading multiples with those of certain other publicly traded companies that Intrinsic deemed relevant;

•

compared the financial performance of iCoreConnect and the valuation multiples relating to the Business Combination with the financial terms, to the extent publicly available, of certain other transactions that Intrinsic deemed relevant;

•

reviewed the financial terms and conditions of the Merger Agreement; and

•

performed such other analyses and examinations and considered such other factors that Intrinsic deemed appropriate.

Intrinsic held discussions with members of the senior managements of FGMC and iCoreConnect regarding their assessment of the strategic rationale for, and the potential benefits of, the transactions and the past and current business operations, financial condition, and future prospects of FGMC and iCoreConnect; reviewed the reported price and trading activity for the FGMC Common Stock and the

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iCoreConnect Common Stock; compared certain financial and stock market information for iCoreConnect with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the healthcare technology industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Intrinsic, with FGMC’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Intrinsic, without assuming any responsibility for independent verification thereof. In that regard, Intrinsic assumed with FGMC’s consent that the projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of FGMC and iCoreConnect. Intrinsic did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of FGMC or iCoreConnect or any of their respective subsidiaries and Intrinsic was not furnished with any such evaluation or appraisal. Intrinsic assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transactions will be obtained without any adverse effect on FGMC or iCoreConnect or on the expected benefits of the transactions in any way meaningful to its analysis. Intrinsic also assumed that the transactions will be consummated on the terms set forth in the business combination agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Intrinsic’s opinion does not address the underlying business decision of FGMC to engage in the transactions or the relative merits of the transactions as compared to any strategic alternatives that may be available to FGMC; nor does it address any legal, regulatory, tax or accounting matters. Intrinsic was not requested to solicit, and did not solicit, interest from other parties with respect to a business combination with FGMC or any other alternative transaction. Intrinsic’s opinion addresses only the fairness from a financi

	ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS					1
	MARKET AND INDUSTRY DATA					1
	TRADEMARKS					2
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					2
	QUESTIONS AND ANSWERS ABOUT THE PROPOSALS					4
	SUMMARY OF THE PROXY STATEMENT					21
	SELECTED HISTORICAL FINANCIAL DATA OF FGMC					35
	SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ICORECONNECT					36
	TRADING MARKET AND DIVIDENDS					37
	RISK FACTORS					38
	THE FGMC SPECIAL MEETING					62
	FGMC PROPOSAL 1 – THE FGMC BUSINESS COMBINATION PROPOSAL					67
	FGMC PROPOSAL 2 – THE FGMC COMMON CONVERSION PROPOSAL					86
	FGMC PROPOSAL 3 – THE FGMC CHARTER AMENDMENT PROPOSAL					90
	FGMC PROPOSAL 4 – THE FGMC ADVISORY CHARTER PROPOSALS					92
	FGMC PROPOSAL 5 – THE FGMC NASDAQ PROPOSAL					94
	FGMC PROPOSAL 6 – THE FGMC DIRECTORS PROPOSAL					96
	FGMC PROPOSAL 7 – THE FGMC INCENTIVE PLAN PROPOSAL					98
	FGMC PROPOSAL 8 – THE NTA REQUIREMENT AMENDMENT PROPOSAL					105
	FGMC PROPOSAL 9 – THE FGMC ADJOURNMENT PROPOSAL					107
	THE ICORECONNECT SPECIAL MEETING					108
	ICORECONNECT PROPOSAL 1 – THE ICORECONNECT BUSINESS COMBINATION PROPOSAL					112
	ICORECONNECT PROPOSAL 2 – THE ICORECONNECT ADJOURNMENT PROPOSAL					120
	MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES					121
	ICORECONNECT’S BUSINESS					130
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ICORECONNECT					135
	FGMC’S BUSINESS					141
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FGMC					149
	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION					159
	DIRECTORS AND EXECUTIVE OFFICERS OF ICORECONNECT					170
	DIRECTORS AND EXECUTIVE OFFICERS OF FGMC					176
	DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINED COMPANY AFTER THE BUSINESS COMBINATION					188
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					192
	DESCRIPTION OF FGMC’S SECURITIES					195
	DESCRIPTION OF ICORECONNECT’S SECURITIES					209
	DESCRIPTION OF THE COMBINED COMPANY’S SECURITIES					212
	COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDER RIGHTS					221
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS					233
	LEGAL MATTERS					235
	EXPERTS					235

	APPRAISAL RIGHTS					235
	DELIVERY OF DOCUMENTS TO STOCKHOLDERS					235
	TRANSFER AGENT AND REGISTRAR					236
	SUBMISSION OF STOCKHOLDER PROPOSALS					236
	FUTURE STOCKHOLDER PROPOSALS					236
	WHERE YOU CAN FIND MORE INFORMATION					237
	INDEX TO FINANCIAL STATEMENTS					F-1
	Annex A – Merger Agreement
	Annex B – Second Amended and Restated Certificate of Incorporation of FGMC
	Annex C-1 – Proposed Charter for the Combined Company
	Annex C-2 – Proposed Bylaws for the Combined Company
	Annex D – Incentive Plan
	Annex E – Opinion of Intrinsic, LLC
	Annex F – Presentation of Intrinsic, LLC