FG Imperii CEO reports 350,000 Class B shares

FG Imperii Acquisition Corp. Chief Executive Officer Larry G. Swets Jr. filed an initial Form 3 reporting his beneficial ownership in the company.

Accepted by SEC EDGAR 01/16/2026 - 02:41 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

FG Imperii Acquisition Corp. Chief Executive Officer Larry G. Swets Jr. filed an initial Form 3 reporting his beneficial ownership in the company. He holds 350,000 Class B ordinary shares, reported as directly owned. These Class B shares are structured as derivative securities that 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, meaning this conversion right remains outstanding until a qualifying business combination occurs.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider SWETS LARRY G JR

Role Chief Executive Officer

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

Holdings: Class B ordinary shares — 350,000 contracts (Direct)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider position does the FGIIU CEO report on this Form 3?

The Form 3 shows FG Imperii Acquisition Corp. Chief Executive Officer Larry G. Swets Jr. beneficially owns 350,000 Class B ordinary shares, held directly.

What type of security does Larry G. Swets Jr. hold in FG Imperii Acquisition Corp. (FGIIU)?

He holds Class B ordinary shares, which are listed in the filing as derivative securities with an underlying right to receive Class A ordinary shares.

How do FG Imperii (FGIIU) Class B ordinary shares convert into Class A shares?

The filing explains that at the time of the company’s initial business combination, each Class B ordinary share will convert into one Class A ordinary share, subject to anti-dilution adjustments.

Do the Class B ordinary shares reported on the FGIIU Form 3 have an expiration date?

No. The footnote states that the Class B ordinary shares have no expiration date, so the conversion right remains in place until a business combination occurs.

Is the FGIIU CEO’s ownership on this Form 3 direct or indirect?

The Form 3 lists the 350,000 Class B ordinary shares as held with direct (D) ownership and does not describe any indirect ownership structure.

Does this FGIIU Form 3 indicate a new purchase or just existing holdings?

The Form 3 is an initial statement of beneficial ownership, reporting that Larry G. Swets Jr. beneficially owns 350,000 Class B ordinary shares; it records his holdings rather than describing a specific trade.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

SWETS LARRY G JR

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

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	350,000	(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/ Larry G. Swets, Jr.	01/16/2026
	** 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.