FG Imperii Acquisition Corp. Schedule 13G shows Hudson Bay Capital Management LP and Sander Gerber report beneficial ownership of 1,948,264 Class A Ordinary Shares, representing 8.46% of 23,025,000 shares outstanding as of March 31, 2026.
The securities are held in the name of HB Strategies LLC; the Investment Manager may be deemed the beneficial owner and Mr. Gerber disclaims beneficial ownership while serving as managing member of the general partner.
Positive
None.
Negative
None.
Insights
Disclosure identifies an >5% passive holding by an investment manager and related reporting by its principal.
The filing reports 1,948,264 shares or 8.46% of the company's 23,025,000 shares outstanding as of March 31, 2026, using HB Strategies LLC as the record holder. The Investment Manager is listed as having shared voting and dispositive power over these shares.
Ownership is reported under a joint statement framework; the filing notes that Sander Gerber disclaims beneficial ownership while also signing as authorized signatory. Subsequent filings would show any changes to this position.
Joint Schedule 13G clarifies voting/dispositive arrangements and attribution through affiliated entities.
The statement explains that HB Strategies LLC holds the shares and that Hudson Bay Capital Management LP serves as investment manager to that entity, giving it shared voting and dispositive power. The report attributes the position to the manager while Mr. Gerber disclaims personal beneficial ownership.
For governance purposes, this disclosure signals a passive >5% stake requiring transparency; any vote or sale by the record holder would be reflected in future amendments.
Key Figures
Reported shares beneficially owned:1,948,264 sharesPercent of class:8.46%Shares outstanding:23,025,000 shares
3 metrics
Reported shares beneficially owned1,948,264 sharesheld in the name of HB Strategies LLC
Percent of class8.46%of 23,025,000 Class A shares outstanding as of March 31, 2026
Shares outstanding23,025,000 sharesoutstanding as of March 31, 2026 per Form 10-K
Key Terms
Schedule 13G, Beneficial ownership, Shared dispositive power
3 terms
Schedule 13Gregulatory
"Joint Acquisition Statement pursuant to Rule 13d-1(k)"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficial ownershipregulatory
"Amount beneficially owned: The information required by Item 4(a) is set forth"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared dispositive powerfinancial
"Shared Dispositive Power 1,948,264.00"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FG Imperii Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G3R41C128
(CUSIP Number)
03/31/2026
(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)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G3R41C128
1
Names of Reporting Persons
Hudson Bay Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,948,264.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,948,264.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,948,264.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.46 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G3R41C128
1
Names of Reporting Persons
Sander Gerber
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,948,264.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,948,264.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,948,264.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.46 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
FG Imperii Acquisition Corp.
(b)
Address of issuer's principal executive offices:
104 S. Walnut Street, Unit 1A, Itasca, IL 60143
Item 2.
(a)
Name of person filing:
This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)
Title of class of securities:
Class A Ordinary Shares, $0.0001 par value
(e)
CUSIP Number(s):
G3R41C128
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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 23,025,000 Class A ordinary shares, par value $0.0001 (the "Class A Ordinary Shares") of FG Imperii Acquisition Corp. (the "Company") outstanding as of March 31, 2026, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 31, 2026.
The Investment Manager serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all Class A Ordinary Shares held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)
Percent of class:
8.46%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4(a).
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
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
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.
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.
Hudson Bay Capital Management LP
Signature:
/s/ Sander Gerber
Name/Title:
Sander Gerber, Authorized Signatory
Date:
05/11/2026
Sander Gerber
Signature:
/s/ Sander Gerber
Name/Title:
Sander Gerber, individually
Date:
05/11/2026
Exhibit Information
EXHIBIT 99.1
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: May 11, 2026
HUDSON BAY CAPITAL MANAGEMENT LP
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
What stake does Hudson Bay Capital Management report in FGII?
Hudson Bay Capital Management reports beneficial ownership of 1,948,264 shares, equal to 8.46% of FG Imperii Acquisition Corp.'s 23,025,000 Class A shares outstanding as of March 31, 2026. The shares are held in HB Strategies LLC.
Who holds the FGII shares on the record?
The shares are held in the name of HB Strategies LLC. The filing states the Investment Manager serves as investment manager to HB Strategies LLC and thus may be deemed the beneficial owner of the reported shares.
Does Sander Gerber claim personal ownership of the reported FGII shares?
No. The filing states that Sander Gerber disclaims beneficial ownership of the reported shares while acknowledging his roles as managing member and authorized signatory for the reporting entities.
What is the reporting date and source for the outstanding share count?
The percentage is calculated using 23,025,000 Class A ordinary shares outstanding reported as of March 31, 2026 in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
