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 specifically for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar 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 acquire an operating business. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest ⁵. Non-operating income will be generated in the form of interest income from the proceeds derived from its Proposed Offering ⁶. The Company's primary customer segments are not applicable as it is a blank check company seeking to acquire a target business. 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 potential for sustained high revenue growth and a path to profitability ⁷.

The Company's ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Offering of 20,000,000 units at $10.00 per unit, or up to 23,000,000 units if the underwriters' over-allotment option is exercised in full ⁸. Each unit will consist of one ordinary share and one-half of one redeemable warrant ⁹. Additionally, the Company plans to sell 1,000,000 $15.00 exercise price warrants at $0.10 per warrant ¹⁰, and 275,000 private units at $10.00 per unit in a private placement to its sponsor, directors, officers, underwriter, and advisors ¹¹. Each private unit will comprise 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 ¹².

For the period from September 16, 2025 (inception) to December 31, 2025, the Company reported a net loss of $21,056 ¹³. This loss primarily consisted of formation costs of $8,751 ¹⁴ and general and administrative expenses of $12,305 ¹⁵. As of December 31, 2025, the Company held a cash balance of $37,181 ¹⁶. Total assets were $163,944 ¹⁷, comprising cash of $37,181 ¹⁸ and deferred offering costs of $126,763 ¹⁹. Total liabilities amounted to $175,000 ²⁰, consisting of accrued offering costs of $25,000 ²¹ and a promissory note of $150,000 ²². Stockholders' equity was a deficit of $11,056 ²³, which included Class B ordinary shares of $575 ²⁴, additional paid-in capital of $9,425 ²⁵, and an accumulated deficit of $21,056 ²⁶. Basic and diluted net loss per share was $(0.01) ²⁷, based on 5,750,000 weighted average ordinary shares outstanding ²⁸.

The Company's financial position as of December 31, 2025, reflects its early stage of development, with all activities related to its formation and the proposed initial public offering. There are no year-over-year comparisons available as the Company was incorporated on September 16, 2025 ²⁹. The net loss of $21,056 ³⁰ for the period is attributable to organizational activities and expenses incurred in preparation for the Proposed Offering ³¹.

Significant operational developments during the reported period include the Company's formation on September 16, 2025 ³², and the issuance of 5,750,000 Class B ordinary shares to the Sponsor for $10,000 in cash ³³. On September 19, 2025, the Sponsor transferred 1,110,000 Founder Shares to members of management, the board of directors, and senior advisors ³⁴. 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 ³⁵. On September 30, 2025, the Company entered into an agreement with Imperii Securities LLC to provide financial advice and assistance in connection with the Business Combination ³⁶. Subsequent events include the consummation of the IPO on January 20, 2026, selling 20,000,000 units at $10.00 per unit, generating gross proceeds of $200,000,000 ³⁷. 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 ³⁸, and the Sponsor purchased 1,000,000 $15.00 Exercise Price warrants at $0.10 per warrant ³⁹. On January 22, 2026, the underwriters partially exercised their over-allotment option, purchasing 2,750,000 additional units at $10.00 per unit, generating gross proceeds of $27,500,000 ⁴⁰. 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 ⁴¹. Due to the partial exercise of the over-allotment option, the Sponsor forfeited 62,500 Founder Shares ⁴².

Management's specific guidance for the upcoming period is focused on completing a Business Combination within 24 months from the closing of the Proposed Offering ⁴³. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest, but will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Offering ⁴⁴.

The primary growth area for FG Imperii Acquisition Corp. is the successful consummation of a Business Combination. The Company intends to focus its search on companies within the financial services industry in North America ⁴⁵. It will seek to acquire established businesses that are fundamentally sound but would benefit from financial, operational, technological, strategic, or managerial improvements, or earlier-stage companies that exhibit the potential for sustained high levels of revenue growth with an articulated path to profitability ⁴⁶. 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 earned) ⁴⁷. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest sufficient for it not to be required to register as an investment company ⁴⁸.

Regarding the operational outlook, the Company's cost structure is currently minimal, primarily consisting of formation costs and general and administrative expenses ⁴⁹. Upon closing of the Proposed Offering, the Company intends to enter into an administrative services agreement with the Sponsor for a monthly fee of $15,000 ⁵⁰ for office space, utilities, and secretarial and administrative support. The underwriters will be entitled to an underwriting discount equal to the lesser of 1% of the gross proceeds of the Proposed Offering and $1,000,000 ⁵¹, plus a 0.5% fee on over-allotment proceeds ⁵². An expense reimbursement for underwriters will not exceed $125,000 in aggregate ⁵³. 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 ⁵⁴.

Planned capital allocation is primarily directed towards the Business Combination. Substantially all of the net proceeds from the Proposed Offering and the sale of $15 Private Warrants and Private Units are intended to be applied generally toward consummating a Business Combination ⁵⁵. 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 ⁵⁶. The Company may apply the balance of cash released from the Trust Account for general corporate purposes, including maintenance or expansion of operations of the post-transaction company, payment of principal or interest on indebtedness incurred in completing the Business Combination, funding the purchase of other companies, or for working capital ⁵⁷. The Sponsor or its affiliates, or certain officers and directors, may loan funds as Working Capital Loans to finance transaction costs in connection with a Business Combination, though they are not obligated to do so ⁵⁸.

Management has explicitly flagged that there is no assurance the Company will be able to successfully effect a Business Combination ⁵⁹. If the Company is unable to complete a Business Combination within the 24-month Combination Period, it 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) ⁶⁰, and then proceed to a voluntary liquidation and formal dissolution ⁶¹. Warrants will expire worthless if a Business Combination is not completed within this period ⁶². 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 ⁶³. The Company faces competition from other entities with similar business objectives, including other special purpose acquisition companies, private equity groups, and operating businesses seeking strategic acquisitions ⁶⁴. Many competitors possess greater financial, technical, human, and other resources and relevant industry knowledge ⁶⁵. The obligation to pay cash for redemptions may reduce resources available for the Business Combination, and outstanding rights and potential future dilution may not be viewed favorably by target businesses, potentially placing the Company at a competitive disadvantage ⁶⁶.

The most material risks disclosed in the filing relate to the Company's status as a blank check company. There is no assurance that the Company will be able to successfully effect a Business Combination ⁶⁷. If a Business Combination is not completed within 24 months from the closing of the Proposed Offering, the Company will cease operations, redeem 100% of its 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) ⁶⁸, and liquidate, resulting in warrants expiring worthless ⁶⁹. The Sponsor has agreed to be liable for claims that reduce the Trust Account below $10.00 per share ⁷⁰, with exceptions for third parties who waive rights to the Trust Account and claims under the Company's indemnity of underwriters ⁷¹. The Company faces competition from other entities, many of which have greater financial and other resources, and the Company's redemption obligations and potential dilution from warrants may put it at a competitive disadvantage in acquiring a target business ⁷². Conflicts of interest may arise due to officers and directors having fiduciary or contractual obligations to other entities, and they are not required to commit their full time to the Company's affairs ⁷³.

Management's overall tone emphasizes the Company's objective as a blank check company focused on identifying and consummating a Business Combination, specifically targeting the financial services industry in North America ⁷⁴. They highlight that the Company has not yet commenced operations and will not generate operating revenues until a Business Combination is completed ⁷⁵. Key strategic priorities include the successful completion of the Proposed Offering, which involves selling 20,000,000 units at $10.00 per unit ⁷⁶ (or up to 23,000,000 units if the over-allotment option is exercised in full) ⁷⁷, along with private placements of $15 Private Warrants and Private Units ⁷⁸. Another priority is to identify and acquire an established or early-stage business that meets the NASDAQ fair market value requirement of at least 80% of the net assets held in the Trust Account ⁷⁹. Management also stresses the importance of structuring the Business Combination such that the post-transaction company owns or acquires 50% or more of the target's outstanding voting securities or a controlling interest ⁸⁰. They explicitly state the 24-month timeframe from the closing of the Proposed Offering to complete a Business Combination ⁸¹.