secwatch / observer
8-K filed January 23, 2026, 6:59 PM ET ticker FGII CIK 0002090452
other confidence high sentiment neutral materiality 0.50

FG Imperii Acquisition Corp. closes $200M SPAC IPO; trust funded for 24-month search

FG Imperii Acquisition Corp.

item 1.01item 3.02item 5.03item 8.01item 9.01

Machine-readable event card

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FG Imperii Acquisition Corp.
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2026-01-23T23:59:59+00:00
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JSON Markdown Plain text

Source-grounded claims

dc3c896e1b41a5f006653c15b408dd1660457809

FG Imperii Acquisition Corp.: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2026-01-15).

On January 15, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on January 15, 2026.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.95 SEC evidence

4a2e099dc76018bdb2c20768f230976f476c6491

FG Imperii Acquisition Corp. entered into Letter Agreement with Company, officers, directors, and Sponsor valued at Letter agreement among company, officers, directors, and sponsor (effective 2026-01-15).

· A Letter Agreement, dated January 15, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

7bf6a09e814e2e7497af47e34d49526e22fcc23a

FG Imperii Acquisition Corp. entered into Registration Rights Agreement with Certain security holders valued at Registration rights agreement (effective 2026-01-15).

· A Registration Rights Agreement, dated January 15, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

a4b1d283d83bed484036d93160368bd28316f520

FG Imperii Acquisition Corp. entered into Private Warrant Agreement with Odyssey Transfer and Trust Company valued at Private warrant agreement (effective 2026-01-15).

· Private Warrant Agreement, dated January 15, 2026, by and between the Company and Odyssey Transfer and Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.2 hereto

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

abb33928bf3aa6d705f6873ab33e2ba6e6cb7ba0

FG Imperii Acquisition Corp. entered into Public Warrant Agreement with Odyssey Transfer and Trust Company valued at Public warrant agreement for warrants exercisable at $11.50 per share (effective 2026-01-15).

· Public Warrant Agreement, dated January 15, 2026, by and between the Company and Odyssey Transfer and Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

b48aae3104987c0b18b08f6fdbfbe739de245112

FG Imperii Acquisition Corp. entered into Administrative Services Agreement with FG Imperii Investors LLC valued at Administrative services agreement with sponsor (effective 2026-01-15).

· An Administrative Services Agreement, dated January 15, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

f9c9ad106571c7de7f9610352460ff3f96f9586a

FG Imperii Acquisition Corp. entered into Investment Management Trust Agreement with Odyssey Transfer and Trust Company valued at Investment management trust agreement with trustee (effective 2026-01-15).

· An Investment Management Trust Agreement, dated January 15, 2026, by and between the Company and Odyssey Transfer and Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

fe2e12219a72fba76f888a100a517944abc0389e

FG Imperii Acquisition Corp. entered into Indemnity Agreement with Each Director and executive officers valued at Indemnity agreement for directors and executive officers (effective 2026-01-15).

· Indemnity Agreement, dated January 15, 2026, by and among the Company and each Director and executive officers of the Company, a copy of form of which is attached as Exhibit 10.6 hereto

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

Comparable filings

BAX

Baxter shareholders approve charter amendment and incentive plan; board adopts new executive severance plan

BAXTER INTERNATIONAL INC May 8, 2026, 7:59 PM ET other Items 5.02, 5.07, 5.03, 9.01

same fact type: governance_change same SEC item: 5.03, 9.01 same event type: other similar materiality

This filing

On January 15, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on January 15, 2026.

Comparable filing

the Board approved a corresponding amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended Bylaws”) reflecting that the number of directors on the Board shall not be less than seven nor more than twelve

Filing page SEC filing

SCHW

Charles Schwab files Certificate of Elimination for Series I Preferred Stock

SCHWAB CHARLES CORP June 1, 2026, 5:00 PM ET other Items 5.03, 9.01

same fact type: governance_change same SEC item: 5.03, 9.01 same event type: other

This filing

On January 15, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on January 15, 2026.

Comparable filing

On June 1, 2026, The Charles Schwab Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I (“Series I Preferred Stock”), which, effective upon filing, eliminated from the Company’s Fifth Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations for the Series I Preferred Stock.

Filing page SEC filing

SCI

SCI shareholders approve board governance changes: director minimum cut to 3, board can fill vacancies

SERVICE CORP INTERNATIONAL May 8, 2026, 7:59 PM ET other Items 5.03, 9.01

same fact type: governance_change same SEC item: 5.03, 9.01 same event type: other

This filing

On January 15, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on January 15, 2026.

Comparable filing

The amendments to the Articles of Incorporation, which became effective on May 7, 2026, and the amendments to the Bylaws, which became effective on May 6, 2026 , include (i) changes permitting the Board to increase the number of directors and fill newly created vacancies, thereby eliminating restrictions requiring that newly created directorships be filled only by shareholders at an annual or special meeting, and (ii) changes reducing the minimum number of directors constituting the Board from nine to three directors (with the maximum remaining at fifteen directors).

Filing page SEC filing

CPSH

CPS Technologies closes $9.6M registered direct offering of 1.2M shares at $8.00/share

CPS TECHNOLOGIES CORP/DE/ June 1, 2026, 9:35 AM ET other_material Items 1.01, 5.03, 8.01, 9.01

same fact type: governance_change, material_agreement same SEC item: 1.01, 5.03, 8.01, 9.01 similar materiality

This filing

On January 15, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on January 15, 2026.

Comparable filing

On May 27, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) of the Company’s Restated Certificate of Incorporation, effective as of the same date. The Amendment increased the number of shares of common stock, $0.01 par value per share (the “Common Stock”), that the Company is authorized to issue from 20,000,000 to 25,000,000.

Filing page SEC filing

GIPR

Generation Income Properties prices $5.0M public offering of 23.8M shares and warrants at $0.21/unit

GENERATION INCOME PROPERTIES, INC. June 1, 2026, 5:27 PM ET other_material Items 1.01, 8.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 8.01, 9.01 similar materiality

This filing

· A Letter Agreement, dated January 15, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto

Comparable filing

In connection with the Offering, on May 28, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC, as placement agent

Filing page SEC filing

VLTO

Veralto issues $725M of 4.850% Senior Notes due 2032, net proceeds ~$718.8M

Veralto Corp June 1, 2026, 4:48 PM ET debt Items 1.01, 8.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 8.01, 9.01 similar materiality

This filing

· A Letter Agreement, dated January 15, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto

Comparable filing

On June 1, 2026, Veralto Corporation (the “Company”) issued $725,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 (the “Notes”) in an underwritten offering (the “Offering”) pursuant to a registration statement on Form S-3ASR (File No. 333-282816) filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2024 (the “Registration Statement”) and a preliminary prospectus supplement and prospectus supplement filed with the Commission related to the Offering. The Notes were issued under an indenture, dated as of June 1, 2026 (the “Base Indenture”) and the First Supplemental Indenture, dated as of June 1, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee.

Filing page SEC filing

CITR

CitroTech exchanges all Series A Preferred for Series C Convertible; BoltRock gets board rights

CitroTech Inc. June 1, 2026, 4:15 PM ET other_material Items 1.01, 3.02, 9.01

same fact type: material_agreement same SEC item: 1.01, 3.02, 9.01 similar materiality

This filing

· A Letter Agreement, dated January 15, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto

Comparable filing

On May 28, 2026, CitroTech Inc., a Wyoming corporation (the “Company”), entered into Stock Exchange and Stockholders Agreements (the “Exchange Agreements”) with the holders (the “Holders”) of the Company’s outstanding Series A Preferred Stock

Filing page SEC filing

PFG

Principal Financial Group issues $400M of 5.300% Senior Notes due 2037

PRINCIPAL FINANCIAL GROUP INC June 1, 2026, 4:05 PM ET debt Items 1.01, 2.03, 8.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 8.01, 9.01 similar materiality

This filing

· A Letter Agreement, dated January 15, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto

Comparable filing

On June 1, 2026, Principal Financial Group, Inc. (the “Company”) issued $400,000,000 aggregate principal amount of its 5.300% Senior Notes due 2037 (the “Notes”). The Notes were issued pursuant to the Senior Indenture, dated as of May 21, 2009 (the “Senior Indenture”), among the Company, as issuer, Principal Financial Services, Inc. (“PFSI”), as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the Eighteenth Supplemental Indenture, dated as of June 1, 2026 (the “Supplemental Indenture”).

Filing page SEC filing

Source: SEC EDGAR
accession 0001104659-26-006213
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