FG Imperii Investors LLC (FGIIU) discloses 4.64M Class B founder shares

Rhea-AI Filing Summary

FG Imperii Investors LLC, a 10% owner of FG Imperii Acquisition Corp., has filed an initial ownership report showing it directly holds 4,640,000 Class B ordinary shares as of 01/15/2026.

These Class B shares are designed to convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, with possible adjustments under anti-dilution provisions. The holding also includes up to 750,000 Class B shares that may be surrendered for no consideration depending on how the underwriters handle the over-allotment option in the company’s initial public offering.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FG Imperii Investors LLC

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Class B ordinary shares	--	--	--

Holdings After Transaction: Class B ordinary shares — 4,640,000 shares (Direct)

Footnotes (1)

1. At the time of our initial business combination, the Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The Class B ordinary shares have no expiration date. Includes up to 750,000 Class B ordinary shares that may be surrendered for no consideration by the Reporting Person depending on the extent to which the underwriters of the Issuer's initial public offering exercise their over-allotment option.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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hours per response:			0.5

1. Name and Address of Reporting Person^*

FG Imperii Investors LLC

(Last) (First) (Middle)

104 S. WALNUT STREET, UNIT 1A

(Street)

ITASCA IL 60143

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/15/2026

3. Issuer Name and Ticker or Trading Symbol
FG Imperii Acquisition Corp. [ FGII ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares(2)	(1)	(1)	Class A ordinary shares	4,640,000	(1)	D

Explanation of Responses:

1. At the time of our initial business combination, the Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The Class B ordinary shares have no expiration date.

2. Includes up to 750,000 Class B ordinary shares that may be surrendered for no consideration by the Reporting Person depending on the extent to which the underwriters of the Issuer's initial public offering exercise their over-allotment option.

	By: /s/ Hassan R. Baqar Title: Manager	01/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who is the reporting owner in the FGIIU Form 3 filing?

The reporting owner is FG Imperii Investors LLC, which is identified as a 10% owner of FG Imperii Acquisition Corp.

How many FG Imperii Acquisition Corp. shares does FG Imperii Investors LLC report owning?

FG Imperii Investors LLC reports beneficial ownership of 4,640,000 Class B ordinary shares of FG Imperii Acquisition Corp. as of 01/15/2026.

What happens to the Class B ordinary shares reported in the FGIIU Form 3?

At the time of FG Imperii Acquisition Corp.’s initial business combination, the reported Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to anti-dilution adjustments.

Are any of the FGIIU Class B shares subject to possible surrender?

Yes. The reported holdings include up to 750,000 Class B ordinary shares that may be surrendered for no consideration depending on whether and to what extent the underwriters exercise their over-allotment option in the initial public offering.

Is the ownership by FG Imperii Investors LLC direct or indirect in this Form 3?

The Form 3 indicates that the 4,640,000 Class B ordinary shares are held with direct (D) ownership by FG Imperii Investors LLC.

What is the significance of the Class B to Class A share conversion for FGIIU?

The conversion feature means the Class B ordinary shares are intended to become Class A ordinary shares at the time of the initial business combination, aligning the reporting owner’s stake with the public Class A equity after the deal closes.