FG Imperii Acquisition Corp ownership disclosure: LMR Investment Managers and principals report beneficial ownership of 1,523,071 Class A Ordinary Shares, representing 6.6% of outstanding Class A Ordinary Shares as of March 31, 2026.
The position arises from purchases of Units in the issuer's IPO (each Unit = one Class A Ordinary Share plus one-half redeemable warrant). The holders also own a total of 761,535 redeemable warrants exercisable at $11.50 under the exercise timing specified in the filing.
Positive
None.
Negative
None.
Insights
13G filing documents passive beneficial ownership and shared dispositive power.
The filing states the Reporting Persons collectively hold 1,523,071 Class A Ordinary Shares (approximately 6.6%) as of March 31, 2026, held through two master funds and acquired via IPO Units. The statement identifies shared voting and dispositive power, not sole control.
Legal implications: this is a passive Schedule 13G disclosure rather than an activist Schedule 13D; subsequent filings would be required upon changes in ownership status or intent.
Position size and warrant exposure are quantified; warrants carry an $11.50 exercise price.
The filing quantifies both underlying shares and associated redeemable warrants (aggregate 761,535 warrants) that could convert into additional shares subject to exercise conditions tied to the issuer's business combination timeline. These instruments represent potential future equity interest if exercised.
Investor note: the filing ties percentages to 23,025,000 shares outstanding as of March 31, 2026; any change in outstanding shares or warrant exercise could alter ownership percentages.
Key Figures
Class A Ordinary Shares held:1,523,071 sharesPercent of class:6.6%Units acquired (per fund):761,535; 761,536 Units+2 more
5 metrics
Class A Ordinary Shares held1,523,071 sharesAggregate holding as of March 31, 2026
Percent of class6.6%Based on 23,025,000 shares outstanding as of March 31, 2026
Units acquired (per fund)761,535; 761,536 UnitsUnits acquired in issuer's IPO (each Unit = 1 share + 1/2 warrant)
Redeemable warrants (aggregate)761,535 warrantsWarrants exercisable at $11.50 under stated timing conditions
Outstanding used for calc.23,025,000 sharesShares outstanding as of March 31, 2026 per filing
Key Terms
Units, redeemable warrants, beneficially owned, shared dispositive power
4 terms
Unitsfinancial
"each Unit consisting of one Class A Ordinary Share and one-half (1/2) of one redeemable warrant"
Units are bundled securities sold as one package in a financing—commonly a share paired with an instrument that gives the holder the right to buy more shares later. For investors this matters because a unit’s extra component can change future supply of shares and potential returns, similar to buying a combo with a coupon that can be redeemed later and alter what you actually receive and what others might own.
redeemable warrantsfinancial
"redeemable warrants to purchase 761,535 Class A Ordinary Shares in the aggregate"
A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.
beneficially ownedregulatory
"The Class A Ordinary Shares beneficially owned by the Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 1,523,071.00"
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, par value $0.0001 per share
(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
LMR Partners LLP
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 KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,523,071.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,523,071.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,523,071.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G3R41C128
1
Names of Reporting Persons
LMR PARTNERS Ltd
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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,523,071.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,523,071.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,523,071.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
G3R41C128
1
Names of Reporting Persons
LMR Partners LLC
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
1,523,071.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,523,071.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,523,071.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
G3R41C128
1
Names of Reporting Persons
LMR Partners AG
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
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,523,071.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,523,071.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,523,071.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
G3R41C128
1
Names of Reporting Persons
LMR PARTNERS (DIFC) Ltd
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 ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,523,071.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,523,071.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,523,071.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
G3R41C128
1
Names of Reporting Persons
LMR Partners (Ireland) Limited
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
IRELAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,523,071.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,523,071.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,523,071.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
G3R41C128
1
Names of Reporting Persons
Ben Levine
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 KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,523,071.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,523,071.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,523,071.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G3R41C128
1
Names of Reporting Persons
Stefan Renold
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
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,523,071.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,523,071.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,523,071.00
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)
6.6 %
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, Illinois, 60143
Item 2.
(a)
Name of person filing:
This statement is filed by: (i) LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds with respect to the shares of Class A Ordinary Shares, par value $0.0001 per share ("Class A Ordinary Shares"), held by certain funds; and (ii) Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.
(c)
Citizenship:
LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. LMR Partners (Ireland) Limited is a limited company incorporated in Ireland. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(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).
Investment Adviser
Item 4.
Ownership
(a)
Amount beneficially owned:
The Class A Ordinary Shares beneficially owned by the Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited ("LMR Master Fund") and LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"). The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
As of March 31, 2026:
LMR Master Fund acquired 761,535 units and LMR CCSA Master Fund acquired 761,536 units of the Issuer's securities ("Units") in the Issuer's initial public offering, with each Unit consisting of one Class A Ordinary Share and one-half (1/2) of one redeemable warrant (each whole redeemable warrant exercisable for one Class A Ordinary Share). By virtue of holding the Units, LMR Master Fund directly holds 761,535 Class A Ordinary Shares and LMR CCSA Master Fund directly holds 761,536 Class A Ordinary Shares, with a total of 1,523,071 Class A Ordinary Shares in the aggregate (the "LMR Shares").
In addition to the LMR Shares, by virtue of holding the Units, LMR Master Fund also directly holds redeemable warrants to purchase 380,767 Class A Ordinary Shares and LMR CCSA Master Fund also directly holds redeemable warrants to purchase 380,768 Class A Ordinary Shares, with a total of redeemable warrants to purchase 761,535 Class A Ordinary Shares in the aggregate ("Warrants"). The Warrants have an exercise price of $11.50 per Class A Ordinary Share and are exercisable on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering, and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation.
(b)
Percent of class:
As of March 31, 2026:
The Class A Ordinary Shares held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 3.3% and the LMR Shares in the aggregate represent approximately 6.6% of the outstanding Class A Ordinary Shares, based on 23,025,000 Class A Ordinary Shares of the Issuer outstanding as of March 31, 2026, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of March 31, 2026, each of the Reporting Persons had sole power to vote or direct the vote of 0 Class A Ordinary Shares.
(ii) Shared power to vote or to direct the vote:
As of March 31, 2026, each of the Reporting Persons had shared power to vote or direct the vote of 1,523,071 Class A Ordinary Shares.
(iii) Sole power to dispose or to direct the disposition of:
As of March 31, 2026, each of the Reporting Persons had sole power to dispose or to direct the disposition of 0 Class A Ordinary Shares.
(iv) Shared power to dispose or to direct the disposition of:
As of March 31, 2026, each of the Reporting Persons had shared power to dispose or to direct the disposition of 1,523,071 Class A Ordinary Shares.
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.
The securities beneficially owned by the Reporting Persons are directly held by LMR Master Fund and LMR CCSA Master Fund, for which the LMR Investment Managers serve as the investment managers.
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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to LMR Partners LLP, LMR Partners Limited, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
LMR reports beneficial ownership of 1,523,071 Class A Ordinary Shares, representing 6.6% of outstanding Class A Ordinary Shares as of March 31, 2026. These shares were acquired through Units purchased in the issuer's initial public offering.
How many warrants does LMR hold and what is the exercise price?
LMR holds an aggregate of 761,535 redeemable warrants acquired with Units. Each warrant has an exercise price of $11.50 and is exercisable subject to the timing conditions stated in the filing related to the issuer's business combination.
Do the Reporting Persons have sole voting control over FGII shares?
No. The filing states each Reporting Person has 0 sole voting power and 1,523,071 shared voting power as of March 31, 2026, indicating shared control of voting and disposition of the reported shares.
What outstanding share count did the filing use to calculate percentage ownership?
The reported 6.6% ownership figure is based on 23,025,000 Class A Ordinary Shares outstanding as of March 31, 2026, a figure cited in the filing and linked to the issuer's Form 10-K for that date.
