Sec Form 3 Filing - PERISCOPE CAPITAL INC. @ iCoreConnect Inc. - 2024-09-27

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PERISCOPE CAPITAL INC. 2. Issuer Name and Ticker or Trading Symbol iCoreConnect Inc. [ ICCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 333 BAY STREET, SUITE 1240, 3. Date of Earliest Transaction (MM/DD/YY) 09/27/2024 (Street) TORONTO, A6M5H 2R2 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) ( 2 ) 1,500 I See footnotes ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 1 ) ( 2 ) ( 3 ) $ 2 ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) ( 3 ) 935,000 I See footnotes ( 1 ) ( 2 ) Warrants ( 1 ) ( 2 ) ( 4 ) $ 11.5 ( 4 ) ( 4 ) ( 4 ) Common Stock ( 1 ) ( 3 ) ( 4 ) 3,146,000 I See footnotes ( 1 ) ( 2 ) Warrants ( 1 ) ( 2 ) ( 4 ) $ 11.5 ( 4 ) ( 4 ) ( 4 ) Common Stock ( 1 ) ( 3 ) ( 4 ) 1,762,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PERISCOPE CAPITAL INC. 333 BAY STREET, SUITE 1240 TORONTO, A6M5H 2R2 X Periscope SPAC Warrant Opportunity Fund LP C/O PERISCOPE CAPITAL INC. 333 BAY STREET, SUITE 1240 TORONTO, A6M5H 2R2 X Signatures Periscope Capital Inc., By: /s/ Lisa Shostack, General Counsel 10/04/2024 Signature of Reporting Person Date Periscope SPAC Warrant Opportunity Fund LP, By: Periscope Capital Inc., its investment advisor, By: /s/ Lisa Shostack, General Counsel 10/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The filing of this Form 3 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest. ( 2 )Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 1,500 shares of Common Stock, 187,000 shares of Preferred Stock and 97,300 Warrants; (ii) a portion of the portfolio of New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 96,500 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 1,500 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 352,500 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 81,400 Warrants. Periscope, although it directs the voting and disposition of the Common Stock, Preferred Stock and Warrants held by the Funds, only receives an asset-based fee relating to such securities. ( 3 )Pursuant to the Prospectus of the Issuer dated as of October 26, 2023 (the "Prospectus"), each share of Preferred Stock (i) was originally exercisable at a price of $10.00, which exercise price was adjusted to $2.00 as confirmed by the Issuer to Periscope on September 27, 2024, subject to further adjustment as specified in the Prospectus, at a ratio determined by dividing $10.00 by the then-current exercise price (i.e., five shares of Common Stock for each share of Preferred Stock as of the date of this filing) and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus. ( 4 )Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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