FG Imperii Acquisition Corp.

FG Imperii Acquisition Corp. (the "Company") is a blank check company incorporated in the Cayman Islands on September 16, 2025, formed for the purpose of effecting a business combination such as a merger, share exchange, asset acquisition, stock purchase, recapitalization, or reorganization with one or more businesses ¹. The Company intends to focus its search on businesses within the financial services industry in North America ². As of December 31, 2025, the Company had not yet commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination ³. The Company is an early stage and emerging growth company ⁴.

The core business model of FG Imperii Acquisition Corp. is to identify and acquire a target business, thereby generating non-operating income in the form of interest income from the proceeds of its proposed initial public offering (Proposed Offering) ⁵. The Company aims to acquire established businesses that are fundamentally sound but could benefit from financial, operational, technological, strategic, or managerial improvements, or earlier-stage companies with high revenue growth potential and a path to profitability ⁶. The Business Combination must have a fair market value equal to at least 80% of the net assets held in the Trust Account, excluding deferred underwriting commissions and taxes payable on interest ⁷. The post-Business Combination company must own or acquire 50% or more of the outstanding voting securities of the target or a controlling interest sufficient to avoid registration as an investment company ⁸.

For the period from September 16, 2025 (inception) to December 31, 2025, the Company reported a net loss of $21,056 ⁹, primarily consisting of general and administrative expenses ¹⁰. As of December 31, 2025, the Company held a cash balance of $37,181 ¹¹. Total assets were $163,944, comprising cash of $37,181 and deferred offering costs of $126,763 ¹². Total liabilities amounted to $175,000, consisting of accrued offering costs of $25,000 and a promissory note of $150,000 ¹³. Stockholders' equity was a deficit of $(11,056), with Class B ordinary shares of $575, additional paid-in capital of $9,425, and an accumulated deficit of $(21,056) ¹⁴. Basic and diluted net loss per share was $(0.01) based on 5,750,000 weighted average ordinary shares outstanding ¹⁵.

The Company's liquidity needs were satisfied through $10,000 in proceeds from the Sponsor for the purchase of Founder Shares and a $150,000 loan from the Sponsor under a promissory note ¹⁶. There were no Working Capital Loans outstanding as of December 31, 2025 ¹⁷. The Company's activities through December 31, 2025, were solely organizational, focused on preparing for the Proposed Offering ¹⁸.

Significant operational developments during the period include the Company's formation on September 16, 2025 ¹⁹, and the issuance of 5,750,000 Class B ordinary shares to the Sponsor for $10,000 in cash ²⁰. On September 19, 2025, the Sponsor transferred 1,110,000 Founder Shares to management, directors, and senior advisors ²¹. On September 29, 2025, a Promissory Note for up to $150,000 was issued to the Sponsor, with $150,000 outstanding as of December 31, 2025 ²². The Company also entered into an agreement with Imperii Securities LLC on September 30, 2025, for financial advice and assistance in connection with the Business Combination, entitling the Advisor to a transition fee of 1% of the consideration paid, between $1,000,000 and $3,000,000, upon closing ²³.

The Company's ability to commence operations is contingent upon obtaining adequate financial resources through its Proposed Offering of 20,000,000 units at $10.00 per unit, or 23,000,000 units if the underwriters' over-allotment option is exercised in full ²⁴. Additionally, the Company plans to sell 1,000,000 $15.00 exercise price warrants at $0.10 per warrant and 275,000 private units at $10.00 per unit in a private placement to the Sponsor, directors, officers, underwriter, and advisors, which will close simultaneously with the Proposed Offering ²⁵. Each private unit will consist of one ordinary share and one-half of one non-redeemable warrant, with each whole Private Unit Warrant entitling the holder to purchase one ordinary share at an exercise price of $11.50 per share ²⁶. The aggregate gross proceeds from the sale of $15 Private Warrants and Private Units will be $2,850,000 ²⁷.

The Company intends to list its units on Nasdaq ²⁸. Management has broad discretion over the net proceeds from the Proposed Offering and the sale of warrants and private units, with substantially all proceeds intended for consummating a Business Combination ²⁹. The Company will have 24 months from the closing of the Proposed Offering to complete a Business Combination ³⁰. If a Business Combination is not completed within this period, the Company will cease operations, redeem 100% of outstanding Public Shares at a per-share price equal to the aggregate amount in the Trust Account (including interest earned and taxes payable, less up to $100,000 for dissolution expenses), and then liquidate ³¹.

Upon the closing of the Proposed Offering, $10.00 per unit sold will be held in a Trust Account and invested in U.S. government securities with a maturity of 185 days or less, or in a money market fund meeting Rule 2a-7 conditions ³². The Company will provide shareholders with the opportunity to redeem their Public Shares upon completion of a Business Combination, either through a shareholder meeting or a tender offer ³³. Public shareholders will be restricted from redeeming 15% or more of the Public Shares without the Company's prior written consent if shareholder approval is sought and redemptions are not conducted via tender offer rules ³⁴.

The Company plans to enter into an administrative services agreement with the Sponsor upon closing of the Proposed Offering, whereby the Sponsor will perform certain services for a monthly fee of $15,000 ³⁵. The underwriters will be entitled to an underwriting discount equal to the lesser of 1% of the gross proceeds of the Proposed Offering or $1,000,000 ³⁶. They will also receive a 0.5% fee on over-allotment proceeds and 200,000 Underwriter Units (or 230,000 if the over-allotment option is exercised in full) ³⁷. Underwriters will also receive an expense reimbursement not exceeding $125,000 in aggregate ³⁸.

The Sponsor has agreed to be liable to the Company if claims by vendors or prospective target businesses reduce the Trust Account to below $10.00 per share, with exceptions for third parties who waive access to the Trust Account and claims under the Company's indemnity of underwriters ³⁹. The Company will endeavor to have all vendors and service providers waive rights to monies held in the Trust Account ⁴⁰.

The Company faces material risks primarily related to its nature as a blank check company. The most significant risk is the inability to successfully effect a Business Combination within the 24-month Combination Period from the closing of the Proposed Offering ⁴¹. If a Business Combination is not completed, the Company will cease operations, redeem 100% of outstanding Public Shares at a per-share price equal to the aggregate amount in the Trust Account (including interest earned and taxes payable, less up to $100,000 for dissolution expenses), and liquidate, resulting in warrants expiring worthless ⁴². There is also a risk that claims by vendors or prospective target businesses could reduce the amounts in the Trust Account to below $10.00 per share, although the Sponsor has agreed to be liable for such reductions, with specific exceptions ⁴³. Conflicts of interest may arise due to officers and directors having fiduciary, contractual, or other obligations to other entities, potentially requiring them to present business opportunities to those entities first ⁴⁴. The Company may encounter competition from other entities, including other special purpose acquisition companies, private equity groups, and operating businesses, which may possess greater financial, technical, human, and other resources ⁴⁵. The obligation to pay cash for redemptions and the potential dilution from outstanding warrants may place the Company at a competitive disadvantage ⁴⁶.

Management's overall tone emphasizes the Company's strategic objective as a blank check company focused on completing a Business Combination within the financial services industry in North America. They highlight the Company's early stage and emerging growth status, acknowledging that no operating revenues will be generated until after a Business Combination is completed ⁴⁷. A key strategic priority is the successful completion of the Proposed Offering, which includes 20,000,000 units at $10.00 per unit, with a potential for 23,000,000 units if the over-allotment option is fully exercised ⁴⁸. Another priority is the private placement of 1,000,000 $15.00 exercise price warrants at $0.10 per warrant and 275,000 private units at $10.00 per unit, generating aggregate gross proceeds of $2,850,000 ⁴⁹. Management also stresses the commitment to holding $10.00 per unit from the Proposed Offering in a Trust Account, invested in U.S. government securities or money market funds, until a Business Combination is consummated or funds are distributed to shareholders ⁵⁰. The management team, including CEO Larry G. Swets, Jr. and CFO Hassan R. Baqar, has extensive experience in financial services and special purpose acquisition companies, which they believe will be beneficial in identifying and executing a suitable Business Combination.