FG Imperii (FGIIU) director discloses 20,000 Class B shares on Form 3

Rhea-AI Filing Summary

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.

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
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

McIntyre Andrew

(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)

X	Director		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	(1)	(1)	Class A ordinary shares	20,000	(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.

	By: /s/ Andrew B. McIntyre	01/23/2026
	** 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

What does the Form 3 filing by FGIIU director Andrew McIntyre show?

The Form 3 shows that Andrew McIntyre, a director of FG Imperii Acquisition Corp., beneficially owns 20,000 Class B ordinary shares as of January 15, 2026.

How many FG Imperii Acquisition Corp. (FGIIU) shares does Andrew McIntyre report owning?

Andrew McIntyre reports beneficial ownership of 20,000 Class B ordinary shares, held directly, with no separate indirect ownership entity disclosed.

What is the conversion feature of FGIIU Class B ordinary shares reported in this Form 3?

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

Do the Class B ordinary shares reported by Andrew McIntyre have an expiration date?

No. The footnote states that the Class B ordinary shares have no expiration date, meaning they remain outstanding until converted or otherwise disposed of.

Is this FGIIU Form 3 filing a record of a new transaction or just an initial statement?

This Form 3 functions as an initial statement of beneficial ownership for director Andrew McIntyre. It records his existing holdings of 20,000 Class B ordinary shares rather than a new purchase or sale.

How is Andrew McIntyre related to FG Imperii Acquisition Corp. in this filing?

In this filing, Andrew McIntyre is identified as a director of FG Imperii Acquisition Corp. and is not marked as an officer or a 10% owner.