FG Imperii (FGIIU) CFO discloses 350,000 Class B stake on Form 3

Rhea-AI Filing Summary

FG Imperii Acquisition Corp. Chief Financial Officer Hassan Baqar filed an initial ownership report showing a derivative holding linked to 350,000 Class B ordinary shares as of January 15, 2026. These Class B shares are reported as being directly owned and 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. The filing notes that the Class B ordinary shares have no expiration date, highlighting their ongoing potential to convert into Class A equity in the future.

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

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1. Name and Address of Reporting Person^*

BAQAR HASSAN

(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 Financial 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/ Hassan R. Baqar	01/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does FG Imperii Acquisition Corp. (FGIIU) CFO report on this Form 3?

Chief Financial Officer Hassan Baqar reports an initial beneficial ownership position in Class B ordinary shares, represented by a derivative holding tied to 350,000 underlying shares as of January 15, 2026.

How many FG Imperii (FGIIU) shares does the CFO beneficially own according to the filing?

The filing shows beneficial ownership of derivative securities underlying 350,000 Class B ordinary shares, which are reported as being held directly by the CFO.

What are the conversion terms of FG Imperii’s Class B ordinary shares?

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

Do the Class B ordinary shares reported by FGIIU’s CFO have an expiration date?

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

Is this FG Imperii (FGIIU) Form 3 reporting a new transaction or just holdings?

The Form 3 reflects beneficial holdings in Class B ordinary shares as of January 15, 2026. It does not list a purchase or sale transaction code, indicating it is an initial ownership report rather than a trade disclosure.

How are the FG Imperii Class B shares held by the CFO classified in the filing?

The 350,000 Class B ordinary shares are reported as being owned directly by the CFO, with no nature of indirect beneficial ownership noted.