UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On May 24, 2023, FG Merger Corp. (“FG Merger”), one of the companies in FG Financial Group, Inc.’s (the “Company”) SPAC Platform announced that it had determined to cancel the special meeting of stockholders, scheduled for May 26, 2023, at 10:00 a.m. Eastern Time (the “Special Meeting”), which was called for the purpose of considering proposals to approve, among other things, the Merger Agreement and Plan of Reorganization, dated as of January 5, 2023 by and among the FG Merger, FG Merger Sub Inc. and iCoreConnect Inc. FG Merger announced that it would announce the date of the rescheduled Special Meeting once the date is determined.
On May 24, 2023, FG Merger received notice from its sponsor, FG Merger Investors LLC (the “Sponsor”), requesting that FG Merger extend (the “Extension”) the time available to FG Merger to consummate its initial business combination from June 1, 2023 to September 1, 2023, in accordance with the terms of FG Merger’s Amended and Restated Certificate of Incorporation. The Extension would provide FG Merger with additional time to complete its proposed business combination with iCoreConnect Inc.
In connection with the Extension and prior to June 1, 2023, the Sponsor or its affiliates or designees must deposit the amount of $805,000 into the trust account that was established for the benefit of FG Merger’s public stockholders in connection with FG Merger’s initial public offering.
In the aggregate, the Company’s indirect exposure to FG Merger represents potential beneficial ownership of approximately 820,000 shares of FG Merger’s common stock, approximately 989,000 warrants with an $11.50 exercise price and 5-year expiration, and approximately 85,000 warrants with a $15.00 exercise price and 10-year expiration. The Company has invested approximately $2.6 million in FG Merger. In addition, the Company may invest up to $805,000 in a promissory note in connection with the Extension of the business combination period of FG Merger.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit | Description | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FG FINANCIAL GROUP, INC. | ||
Date: May 25, 2023 | By: | /s/ Hassan R. Baqar |
Name: | Hassan R. Baqar | |
Title: | Chief Financial Officer & Executive Vice President |