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.
- IPO of 20M units at $10/unit raised $200M gross; units trade on Nasdaq as FGIIU.
- Sponsor purchased 275k private units ($10/unit) and 1M OTM warrants ($0.10/warrant) for $100k total.
- Total $200M (incl. $7M deferred discount) placed in trust; funds available only for business combination or redemption.
- Company must complete initial business combination within 24 months (by Jan 2028) or redeem public shares.
- Underwriters: ThinkEquity (book-runner) and EarlyBirdCapital (co-manager); 45-day over-allotment option for 3M additional units.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.98
FG Imperii Acquisition Corp. issued 1,000,000 warrants of warrant to FG Imperii Investors LLC for $100,000.
- Security
- warrant
- Shares
- 1,000,000 warrants
- Purchaser
- FG Imperii Investors LLC
- Consideration
- $100,000
Exact text from the filing
(ii) the private placement of an aggregate of 1,000,000 warrants (“OTM Warrants” and, together with the Private Placement Units, the “Private Placement Securities”) at a price of $0.10 per warrant, each exercisable to purchase one share of Class A common stock at $15.00 per share, for an aggregate purchase price of $100,000
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
FG Imperii Acquisition Corp.: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2026-01-15).
- Change
- charter amendment
- Effective
- 2026-01-15
Exact text from the 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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
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).
- Action
- entry
- Counterparty
- Company, officers, directors, and Sponsor
- Value
- Letter agreement among company, officers, directors, and sponsor
- Effective
- 2026-01-15
Exact text from the 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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
FG Imperii Acquisition Corp. entered into Registration Rights Agreement with Certain security holders valued at Registration rights agreement (effective 2026-01-15).
- Action
- entry
- Counterparty
- Certain security holders
- Value
- Registration rights agreement
- Effective
- 2026-01-15
Exact text from the filing
· 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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
FG Imperii Acquisition Corp. entered into Private Warrant Agreement with Odyssey Transfer and Trust Company valued at Private warrant agreement (effective 2026-01-15).
- Action
- entry
- Counterparty
- Odyssey Transfer and Trust Company
- Value
- Private warrant agreement
- Effective
- 2026-01-15
Exact text from the filing
· 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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
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).
- Action
- entry
- Counterparty
- Odyssey Transfer and Trust Company
- Value
- Public warrant agreement for warrants exercisable at $11.50 per share
- Effective
- 2026-01-15
Exact text from the filing
· 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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
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).
- Action
- entry
- Counterparty
- FG Imperii Investors LLC
- Value
- Administrative services agreement with sponsor
- Effective
- 2026-01-15
Exact text from the filing
· 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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
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).
- Action
- entry
- Counterparty
- Odyssey Transfer and Trust Company
- Value
- Investment management trust agreement with trustee
- Effective
- 2026-01-15
Exact text from the filing
· 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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
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).
- Action
- entry
- Counterparty
- Each Director and executive officers
- Value
- Indemnity agreement for directors and executive officers
- Effective
- 2026-01-15
Exact text from the filing
· 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
View on SEC.gov
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