FG Imperii (NASDAQ: FGIIU) closes SPAC IPO, funds $227,362,500 trust

Rhea-AI Filing Summary

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.

Insights

Capital markets and SPAC structure analyst

FG Imperii’s SPAC IPO fully funds a $227,362,500 trust for future deal-making.

FG Imperii Acquisition Corp. has now completed the core capital-raising step of its SPAC lifecycle. The IPO units, each with a Class A share and a half-warrant, were sold at $10.00, and underwriters exercised their over-allotment option, indicating sufficient demand at that price point based on the disclosed allocation.

The sponsor’s purchase of 275,000 private placement units at $10.00 and 1,000,000 warrants at $0.10 aligns incentives, as these securities generally become valuable only if a successful business combination occurs. The private warrants’ exercise price of $15.00 per share and the public warrant strike of $11.50 set clear price thresholds for any eventual equity upside tied to a future target.

The deposit of $227,362,500 into the trust account, which includes $7,962,500 of deferred underwriting discount, establishes the cash pool available for a future acquisition, subject to redemptions and deal terms. The audited balance sheet as of January 20, 2026 provides a snapshot of this cash position at the outset; subsequent filings will determine how this capital is deployed in a business combination.

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 20, 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 1.01. Entry into a Material Definitive Agreement.

On January 20, 2026, FG Imperii Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”), which consisted of 20,000,000 units (the “Units”). On January 22, 2026, the underwriters exercised their over-allotment option to purchase an additional 2,750,000 Units. The over-allotment option closing occurred on January 23, 2026. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $227,362,500. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-half of one redeemable warrant (each, a “Warrant”) of the Company, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed (i) the private placement of an aggregate of 275,000 units (the “Private Placement Units”) to the Sponsorat $10.00 per Unit, each Unit consisting of one Class A Ordinary Share and one-half of one redeemable Warrant, each whole Warrant exercisable to purchase one Class A Ordinary Share of the Company, and (ii) the private placement of an aggregate of 1,000,000 warrants (“OTM Warrants” and, together with the Private Placement Units, the “Private Placement Securities”) at a price of $0.10 per warrant, each exercisable to purchase one share of Class A common stock at $15.00 per share, for an aggregate purchase price of $100,000.

The OTM Warrants are identical to the Warrants sold in the IPO, except that the OTM Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor, or its permitted transferees. The Private Placement Units are identical to the Units sold in the IPO, except that the Private Units are subject to transfer restrictions. The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Placement Securities.

The Private Placement Securities were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

A total of $227,362,500, comprised of the proceeds from the IPO and the sale of the Private Placement Securities (which amount includes $7,962,500 of the underwriter’s deferred discount), was placed in a U.S.-based trust account maintained by Odyssey Transfer and Trust Company, acting as trustee.

An audited balance sheet as of January 20, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the sale of the Private Placement Securities has been issued by the Company and is included 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:

Exhibit No.		Description
99.1		Audited Balance Sheet as of January 20, 2026.

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 26, 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?

FG Imperii Acquisition Corp. disclosed that it consummated its initial public offering, completed the underwriters’ over-allotment exercise, conducted related private placements with its sponsor, and deposited $227,362,500 into a U.S.-based trust account for a future business combination.

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

The company sold units at $10.00 each in its IPO and over-allotment, and together with private placement proceeds, a total of $227,362,500 (including $7,962,500 of deferred underwriting discount) was placed into its trust account.

What are the terms of FG Imperii’s public units and warrants?

Each public unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share.

What private placement securities did FG Imperii’s sponsor purchase?

The sponsor purchased 275,000 private placement units at $10.00 per unit, each with one Class A ordinary share and one-half warrant, and 1,000,000 additional private placement warrants at $0.10 per warrant, each exercisable at $15.00 per share, for an aggregate of $100,000 for the additional warrants.

Where are FG Imperii’s IPO and private placement proceeds held?

Proceeds totaling $227,362,500 from the IPO and the sale of the private placement securities were deposited into a U.S.-based trust account maintained by Odyssey Transfer and Trust Company, acting as trustee.

What financial information did FG Imperii file with this 8-K?

FG Imperii included as an exhibit an audited balance sheet as of January 20, 2026, reflecting the receipt of proceeds from the IPO and the private placement securities.