FG Imperii Acquisition Corp.

FG Imperii Acquisition Corp. (the "Company") is a blank check company incorporated on September 16, 2025, in the Cayman Islands, formed with the sole purpose of effecting a Business Combination with one or more businesses or entities ¹. The Company intends to focus its search on target 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 classified as an early-stage and emerging growth company ⁴.

The core business model of FG Imperii Acquisition Corp. is to identify and complete a Business Combination. The Company generates non-operating income in the form of interest income from the proceeds derived from its Proposed Offering ⁵. The primary customer segments are not applicable as the Company is a blank check company seeking to acquire an operating business. 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), the sale of 1,000,000 $15.00 exercise price warrants at $0.10 per warrant, and the sale of 275,000 private units at $10.00 per unit in a private placement to its sponsor, directors, officers, underwriter, and advisors ⁶.

For the period from September 16, 2025 (inception) to December 31, 2025, the Company reported a net loss of $21,056 ⁷. This loss primarily consists of formation costs of $8,751 and general and administrative expenses of $12,305 ⁸. The basic and diluted net loss per share for this period was $(0.01) ⁹, based on 5,750,000 weighted average ordinary shares outstanding 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), including Class B ordinary shares of $575, additional paid-in capital of $9,425, and an accumulated deficit of $(21,056) ¹⁴.

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 ¹⁵. As of December 31, 2025, there were no Working Capital Loans outstanding under this arrangement ¹⁶. The Company's activities through December 31, 2025, were solely organizational, including those necessary to prepare for the Proposed Offering ¹⁷.

Significant operational developments described in the filing primarily relate to the Company's formation and preparations for its initial public offering. The Company was incorporated on September 16, 2025 ¹⁸. On September 16, 2025, the Company issued 5,750,000 shares of Class B ordinary share to the Sponsor for $10,000 in cash ¹⁹. On September 19, 2025, the Sponsor transferred 1,110,000 Founder Shares to members of management, the board, and senior advisors, leaving the Sponsor with 4,640,000 Founder Shares ²⁰. On September 29, 2025, the Company issued a Promissory Note to the Sponsor, allowing it to borrow up to $150,000, with $150,000 outstanding as of December 31, 2025 ²¹. On September 30, 2025, the Company entered into an agreement with Imperii Securities LLC to provide financial advice for the Business Combination ²². Subsequent events include the consummation of the IPO on January 20, 2026, selling 20,000,000 units at $10.00 per unit, generating $200,000,000 in gross proceeds ²³. Simultaneously, a private placement occurred where FG Imperii Investors II LLC purchased 275,000 Private Units at $10.00 per unit, generating $2,483,000, and the Sponsor purchased 1,000,000 $15.00 Exercise Price warrants at $0.10 per warrant ²⁴. On January 22, 2026, the underwriters partially exercised their over-allotment option, purchasing 2,750,000 additional units at $10.00 per unit, generating $27,500,000 ²⁵. This over-allotment option closed on January 23, 2026, and the Company also issued 27,500 Underwriter Units to the underwriter and paid $137,500 as an underwriting discount ²⁶. Due to the partial exercise, the Sponsor forfeited 62,500 Founder Shares ²⁷.

Management's specific guidance for the upcoming period indicates that the Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest ²⁸. Non-operating income is expected to be generated in the form of interest income from the proceeds derived from the Proposed Offering ²⁹. The Company has until 24 months from the closing of the Proposed Offering to complete a Business Combination ³⁰.

The primary growth area for the Company is the successful completion of a Business Combination, with a stated intention to focus on businesses in the financial services industry in North America ³¹. The Company aims to acquire established businesses that are fundamentally sound but could benefit from financial, operational, technological, strategic, or managerial improvements, as well as earlier-stage companies with potential for sustained high revenue growth and a path to profitability ³². 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 ³³. The post-Business Combination company must own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest sufficient to avoid registration as an investment company ³⁴.

Regarding operational outlook, the Company's cost structure prior to a Business Combination primarily involves organizational activities and expenses related to the Proposed Offering. The Sponsor will perform certain administrative services for a monthly fee of $15,000 upon closing of the Proposed Offering ³⁵. Underwriters are entitled to an underwriting discount equal to the lesser of 1% of gross proceeds or $1,000,000, plus a 0.5% fee on over-allotment proceeds, and an expense reimbursement not exceeding $125,000 ³⁶. Imperii Securities LLC will receive a transition fee equal to 1% of the consideration paid for the Business Combination, with a minimum of $1,000,000 and a maximum of $3,000,000, upon closing ³⁷.

Planned capital allocation includes holding $10.00 per Unit sold in the Proposed Offering in a Trust Account, invested in U.S. government securities with a maturity of 185 days or less, or in a money market fund ³⁸. The net proceeds from the Proposed Offering and sale of warrants and private units are intended to be applied generally toward consummating a Business Combination ³⁹. If not all funds from the Trust Account are used for the Business Combination or redemptions, the balance may be used for general corporate purposes, including maintenance or expansion of operations, debt payments, funding other acquisitions, or working capital ⁴⁰.

Management has explicitly flagged that there is no assurance the Company will be able to successfully effect a Business Combination ⁴¹. If a Business Combination is not completed within the 24-month Combination 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 (less up to $100,000 for dissolution expenses), and then liquidate ⁴². Warrants will expire worthless if a Business Combination is not completed ⁴³. 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 certain exceptions ⁴⁴.

The Company faces several material risks. Operationally, as a blank check company, it has not yet commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination, with no assurance that a Business Combination will be successfully effected ⁴⁵. If the Company fails to complete a Business Combination within 24 months from the closing of the Proposed Offering, it will cease operations, redeem public shares, and liquidate, resulting in warrants expiring worthless ⁴⁶. There is 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 certain exceptions ⁴⁷. 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 ⁴⁸. The obligation to pay cash for public stockholders exercising redemption rights may reduce resources available for a Business Combination, and outstanding rights and potential future dilution may not be viewed favorably by target businesses, placing the Company at a competitive disadvantage ⁴⁹. 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 combination opportunities to those entities first ⁵⁰.

Management's overall tone emphasizes the Company's status as a blank check company focused on identifying and completing a Business Combination within the financial services industry in North America. They explicitly state that the Company has not yet commenced operations and will not generate operating revenues until after a Business Combination is completed ⁵¹. A key strategic priority is the successful execution of the Proposed Offering, which includes selling 20,000,000 units at $10.00 per unit (or 23,000,000 units if the over-allotment option is exercised in full) ⁵², 1,000,000 $15.00 exercise price warrants at $0.10 per warrant ⁵³, and 275,000 private units at $10.00 per unit ⁵⁴. Another strategic priority is to identify and acquire established businesses that are fundamentally sound but could benefit from improvements, or earlier-stage companies with high revenue growth potential and a path to profitability ⁵⁵. Management also highlights the commitment to hold $10.00 per Unit sold in the Proposed Offering in a Trust Account, invested in U.S. government securities or a money market fund, until the earlier of a Business Combination or distribution to shareholders ⁵⁶.