FG Imperii Acquisition Corp. SEC Filings

Linden Advisors LP and related entities reported a sizable passive stake in FG Imperii Acquisition Corp. As of January 23, 2026, Linden Advisors and its principal, Siu Min (Joe) Wong, may be deemed beneficial owners of 1,500,000 Class A ordinary shares, representing approximately 6.6% of the outstanding shares.

This total includes 1,438,311 shares held by Linden Capital L.P. and 61,689 shares held in separately managed accounts. Linden Capital and its general partner Linden GP LLC may each be deemed to beneficially own the 1,438,311 shares, representing about 6.3% of the class. The group certifies the holdings are not for the purpose of changing or influencing control of the company.

FG Imperii Acquisition Corp., a Cayman Islands-based blank check company, reported the completion of its initial public offering and the full exercise of the underwriters’ over-allotment option. The company sold 20,000,000 units in its IPO at $10.00 per unit, generating gross proceeds of $200,000,000.

Underwriters later exercised their over-allotment option to purchase an additional 2,750,000 units at $10.00 per unit, adding $27,500,000 in gross proceeds. The company has issued an audited balance sheet as of January 20, 2026 and attached an unaudited pro forma balance sheet as of January 23, 2026 that reflects the impact of the over-allotment closing.

FG Imperii Acquisition Corp. has completed its SPAC IPO and related private placements, raising substantial cash for its trust account. The company sold 20,000,000 units in its initial public offering on January 20, 2026, and the underwriters later exercised their over-allotment option for an additional 2,750,000 units. Each unit was priced at $10.00 and includes one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per share.

Alongside the IPO, the sponsor purchased 275,000 private placement units at $10.00 per unit and 1,000,000 additional private placement warrants at $0.10 per warrant, each warrant exercisable at $15.00 per share. In total, $227,362,500, including a deferred underwriting discount, was deposited into a U.S.-based trust account to fund a future business combination. The sponsor also received registration rights for the private placement securities, and an audited balance sheet as of January 20, 2026 has been prepared and filed as an exhibit.

FG Imperii Acquisition Corp. director files initial ownership report. Director Andrew McIntyre reports beneficial ownership of 20,000 Class B ordinary shares. According to the terms, these Class B shares will convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, subject to anti-dilution adjustments, and they have no expiration date. The filing reflects McIntyre’s initial position as a director rather than a new purchase or sale.

FG Imperii Acquisition Corp. completed its initial public offering of 20,000,000 units at $10.00 per Unit, raising gross proceeds of $200,000,000. Each Unit includes one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per share. The underwriter also received an option to buy up to 3,000,000 additional Units to cover over-allotments.

At the IPO closing, the sponsor bought 275,000 private placement units at $10.00 each and 1,000,000 additional private warrants at $0.10 each, with each whole private warrant exercisable for one Class A share at $15.00 per share. A total of $200,000,000 from the IPO and private placement units, including $7,000,000 of deferred underwriting discount, was placed into a U.S.-based trust account. These funds will remain in trust until FG Imperii completes a business combination or redeems public shares if no deal is completed within 24 months from the IPO closing.

FG Imperii Acquisition Corp. Chief Financial Officer Hassan Baqar filed an initial ownership report showing a derivative holding linked to 350,000 Class B ordinary shares as of January 15, 2026. These Class B shares are reported as being directly owned and will convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, subject to anti-dilution adjustments. The filing notes that the Class B ordinary shares have no expiration date, highlighting their ongoing potential to convert into Class A equity in the future.

FG Imperii Acquisition Corp. President files initial ownership report showing beneficial ownership of derivative securities tied to the company’s shares. Anthony C. Scuderi, who serves as President, reports direct ownership of derivative interests representing 50,000 Class A ordinary shares through 50,000 Class B ordinary shares. These Class B shares will convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, subject to anti-dilution adjustments. The Class B ordinary shares have no expiration date, indicating they remain outstanding until a business combination or other corporate event triggers conversion.

FG Imperii Acquisition Corp. director Scott D. Wollney filed an initial ownership report showing a derivative position in the company. He beneficially owns derivative securities tied to 20,000 Class A ordinary shares, represented by Class B ordinary shares that he holds directly. According to the filing, these Class B shares will convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, subject to anti-dilution adjustments, and the Class B shares have no expiration date.

FG Imperii Acquisition Corp. director Richard Edward Govignon Jr. filed an initial ownership report showing he beneficially owns 20,000 Class B ordinary shares as of January 15, 2026. These Class B shares are structured to convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, with potential adjustments under anti-dilution rights. The Class B ordinary shares have no expiration date, so they remain outstanding until conversion or other corporate events.