Amendment: SEC Form SCHEDULE 13G/A filed by iCoreConnect Inc.
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Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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iCoreConnect Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
450958301 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 450958301 |
| 1 | Names of Reporting Persons
PERISCOPE CAPITAL INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
104,800.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: The percentage set forth in Row 11 of this Cover Page is based on 2,177,822 shares of Common Stock (as defined herein) comprised of 2,073,022 shares of Common Stock outstanding as of February 03, 2025, as reported on the Form 424B3 of the Issuer (as defined herein) filed with the Securities and Exchange Commission on February 14, 2025 plus 104,800 shares of Common Stock that would be obtained from the conversion of convertible securities of the Issuer beneficially owned by Periscope (as defined herein) and the Periscope Funds (as defined herein).
Periscope expressly declares for purposes of rows 6 through 11 in the chart above and Item 4 below that the filing shall not be construed as an admission that it is for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of the securities owned by the Periscope Funds.
SCHEDULE 13G
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| CUSIP No. | 450958301 |
| 1 | Names of Reporting Persons
Periscope SPAC Warrant Opportunity Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
44,700.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: The percentage set forth in Row 11 of this Cover Page is based on 2,177,822 shares of Common Stock (as defined herein) comprised of 2,073,022 shares of Common Stock outstanding as of February 03, 2025, as reported on the Form 424B3 of the Issuer (as defined herein) filed with the Securities and Exchange Commission on February 14, 2025 plus 104,800 shares of Common Stock that would be obtained from the conversion of convertible securities of the Issuer beneficially owned by Periscope (as defined herein) and the Periscope Funds (as defined herein).
Periscope expressly declares for purposes of rows 6 through 11 in the chart above and Item 4 below that the filing shall not be construed as an admission that it is for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of the securities owned by the Periscope Funds.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
iCoreConnect Inc. | |
| (b) | Address of issuer's principal executive offices:
529 E. CROWN POINT ROAD, SUITE 250, OCOEE, FLORIDA, 34761. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed on behalf of Periscope Capital Inc. (Periscope) and Periscope SPAC Warrant Opportunity Fund LP (Periscope SPAC WOF) with respect to the shares of Common stock, par value $0.0001 per share (the Common Stock), of iCoreConnect Inc, a Delaware corporation (the Issuer).
Periscope, which is the beneficial owner of 49,775 shares of Common Stock, acts as investment manager of, and exercises investment discretion with respect to, certain private investment funds, including Periscope SPAC WOF (each, a Periscope Fund), that collectively directly own 55,025 of Common Stock.
The filing of this statement should not be construed as an admission that Periscope is, for the purpose of Section 13 of the Act, the beneficial owner of the Common Stock owned by the Periscope Funds.
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| (b) | Address or principal business office or, if none, residence:
333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2 | |
| (c) | Citizenship:
See Row 4 of the Cover Page. | |
| (d) | Title of class of securities:
Common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
450958301 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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Non-U.S. investment adviser. | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Periscope Capital Inc. 104,800
Periscope SPAC Warrant Opportunity Fund LP 44,700
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| (b) | Percent of class:
Periscope Capital Inc. 4.8%
Periscope SPAC Warrant Opportunity Fund LP 2.1% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
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| (ii) Shared power to vote or to direct the vote:
Periscope Capital Inc. 104,800
Periscope SPAC Warrant Opportunity Fund LP 44,700 | ||
| (iii) Sole power to dispose or to direct the disposition of:
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| (iv) Shared power to dispose or to direct the disposition of:
Periscope Capital Inc. 104,800
Periscope SPAC Warrant Opportunity Fund LP 44,700 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).