FG Imperii (NASDAQ: FGII) finishes SPAC IPO and over-allotment raise

Rhea-AI Filing Summary

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.

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Capital markets and SPAC specialist

FG Imperii completed its SPAC IPO and full over-allotment, raising significant gross proceeds.

FG Imperii Acquisition Corp. completed an IPO of 20,000,000 units at $10.00 per unit for gross proceeds of $200,000,000. The underwriters also exercised their over-allotment option for 2,750,000 additional units at $10.00, producing another $27,500,000 in gross proceeds.

The filing also notes an audited balance sheet as of January 20, 2026 and an unaudited pro forma balance sheet as of January 23, 2026 reflecting the over-allotment closing. These balance sheets help quantify the post-IPO cash position and capitalization at two close dates.

Subsequent filings may provide more detail on how the gross proceeds are held and any future business combination activities, which are central to a SPAC’s strategy and eventual deployment of the raised capital.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 23, 2026

Date of Report (Date of earliest event reported)

FG Imperii Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-43056		98-1884449
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

104 S. Walnut Street, Unit 1A Itasca, IL		60143
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 791 6817

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares		FGII		The Nasdaq Stock Market LLC
Warrants		FGII.W		The Nasdaq Stock Market LLC
Units		FGII.U		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  
Item 8.01 Other Events.

As previously reported, on January 20, 2026, FG Imperii Acquisition Corp., a Cayman Islands exempted company (the “Company”) consummated an initial public offering (the “IPO”) of 20,000,000 units (the “Units”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $200,000,000.

On January 22, 2026, the underwriters exercised their over-allotment option to purchase an additional 2,750,000 Units (the “Option Units”) at $10.00 per unit. The over-allotment option closing occurred on January 23, 2026, generating gross proceeds of $27,500,000.

An audited balance sheet as of January 20, 2026 reflecting receipt of the proceeds upon consummation of the IPO and concurrent private placement has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on January 26, 2026. The Company’s unaudited pro forma balance sheet as of January 23, 2026, adjusted for the closing of the over-allotment option is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibits.
		The following exhibits are being filed herewith:
99.1		Unaudited Pro Forma Balance Sheet as of January 23, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 29, 2026

FG IMPERII ACQUISITION CORP.

By:	/s/ Hassan R. Baqar
Name:	Hassan R. Baqar
Title:	Chief Financial Officer

FAQ

What did FG Imperii Acquisition Corp. (FGIIU) announce in this 8-K filing?

FG Imperii Acquisition Corp. reported completing its initial public offering of 20,000,000 units at $10.00 each and the underwriters’ exercise of their over-allotment option for 2,750,000 additional units, substantially increasing its gross proceeds from the offering.

How much capital did FG Imperii (FGIIU) raise in its SPAC IPO?

The company raised gross proceeds of $200,000,000 from selling 20,000,000 units at $10.00 per unit in its initial public offering, before considering the additional gross proceeds from the underwriters’ fully exercised over-allotment option.

What is the size of the over-allotment option exercised for FG Imperii (FGIIU)?

Underwriters exercised an over-allotment option for 2,750,000 additional units at $10.00 per unit, generating gross proceeds of $27,500,000. This option closed on January 23, 2026, increasing the total capital raised through the unit offering structure.

What financial statements did FG Imperii (FGIIU) provide related to its IPO?

The company referenced an audited balance sheet as of January 20, 2026, reflecting the IPO and concurrent private placement, and attached an unaudited pro forma balance sheet as of January 23, 2026, which is adjusted for the closing of the over-allotment option.

On which exchange are FG Imperii (FGIIU) securities listed and what classes trade?

FG Imperii’s ordinary shares, warrants, and units are listed on The Nasdaq Stock Market LLC. The trading symbols are FGII for ordinary shares, FGII.W for warrants, and FGII.U for units, providing separate trading for each security class.

What type of company is FG Imperii Acquisition Corp. (FGIIU)?

FG Imperii Acquisition Corp. is a Cayman Islands exempted company commonly used as a blank check or SPAC vehicle. It completed a unit-based IPO, typically raising capital to pursue a future business combination with one or more operating businesses.