{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-006213","form_type":"8-K","ticker":"FGII","cik":"0002090452","company_name":"FG Imperii Acquisition Corp.","filed_at":"2026-01-23T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.238693+00:00","generated_at":"2026-05-16T08:36:23.540638+00:00","sec_items":["1.01","3.02","5.03","8.01","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"FG Imperii Acquisition Corp. closes $200M SPAC IPO; trust funded for 24-month search","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-006213","json":"https://secwatch.observer/filing/0001104659-26-006213.json","markdown":"https://secwatch.observer/filing/0001104659-26-006213.md","text":"https://secwatch.observer/filing/0001104659-26-006213.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/tm263901d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T08:36:23.540638+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"dc3c896e1b41a5f006653c15b408dd1660457809","claim":"FG Imperii Acquisition Corp.: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2026-01-15).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","confidence":0.95},{"claim_id":"4a2e099dc76018bdb2c20768f230976f476c6491","claim":"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).","evidence_excerpt":"· 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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","confidence":0.95},{"claim_id":"7bf6a09e814e2e7497af47e34d49526e22fcc23a","claim":"FG Imperii Acquisition Corp. entered into Registration Rights Agreement with Certain security holders valued at Registration rights agreement (effective 2026-01-15).","evidence_excerpt":"· 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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","confidence":0.95},{"claim_id":"a4b1d283d83bed484036d93160368bd28316f520","claim":"FG Imperii Acquisition Corp. entered into Private Warrant Agreement with Odyssey Transfer and Trust Company valued at Private warrant agreement (effective 2026-01-15).","evidence_excerpt":"· 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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","confidence":0.95},{"claim_id":"abb33928bf3aa6d705f6873ab33e2ba6e6cb7ba0","claim":"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).","evidence_excerpt":"· 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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","confidence":0.95},{"claim_id":"b48aae3104987c0b18b08f6fdbfbe739de245112","claim":"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).","evidence_excerpt":"· 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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","confidence":0.95},{"claim_id":"f9c9ad106571c7de7f9610352460ff3f96f9586a","claim":"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).","evidence_excerpt":"· 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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","confidence":0.95},{"claim_id":"fe2e12219a72fba76f888a100a517944abc0389e","claim":"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).","evidence_excerpt":"· 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","evidence_source":"SEC 8-K Item 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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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm"}},{"accession":"0001193125-26-251689","ticker":"SCHW","company_name":"SCHWAB CHARLES CORP","filed_at":"2026-06-01T21:00:25+00:00","headline":"Charles Schwab files Certificate of Elimination for Series I Preferred Stock","event_type":"other","sec_items":["5.03","9.01"],"materiality_score":0.15,"calibrated_materiality_score":0.15,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251689","json":"https://secwatch.observer/filing/0001193125-26-251689.json","markdown":"https://secwatch.observer/filing/0001193125-26-251689.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/0001193125-26-251689-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/d143555d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/0001193125-26-251689-index.htm"}},{"accession":"0000089089-26-000046","ticker":"SCI","company_name":"SERVICE CORP INTERNATIONAL","filed_at":"2026-05-08T23:59:59+00:00","headline":"SCI shareholders approve board governance changes: director minimum cut to 3, board can fill vacancies","event_type":"other","sec_items":["5.03","9.01"],"materiality_score":0.2,"calibrated_materiality_score":0.2,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0000089089-26-000046","json":"https://secwatch.observer/filing/0000089089-26-000046.json","markdown":"https://secwatch.observer/filing/0000089089-26-000046.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/89089/000008908926000046/0000089089-26-000046-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/89089/000008908926000046/sci-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","comparable_excerpt":"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).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/89089/000008908926000046/0000089089-26-000046-index.htm"}},{"accession":"0001437749-26-018930","ticker":"CPSH","company_name":"CPS TECHNOLOGIES CORP/DE/","filed_at":"2026-06-01T13:35:50+00:00","headline":"CPS Technologies closes $9.6M registered direct offering of 1.2M shares at $8.00/share","event_type":"other_material","sec_items":["1.01","5.03","8.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 5.03, 8.01, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-018930","json":"https://secwatch.observer/filing/0001437749-26-018930.json","markdown":"https://secwatch.observer/filing/0001437749-26-018930.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/0001437749-26-018930-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/cpsh20260528_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/0001437749-26-018930-index.htm"}},{"accession":"0001213900-26-063110","ticker":"RDAC","company_name":"Rising Dragon Acquisition Corp.","filed_at":"2026-06-01T10:08:35+00:00","headline":"Shareholders approve SPAC extension to Oct 15, 2027; ~1.9M shares redeemed","event_type":"other_material","sec_items":["1.01","5.03","5.07","8.01","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 5.03, 8.01, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063110","json":"https://secwatch.observer/filing/0001213900-26-063110.json","markdown":"https://secwatch.observer/filing/0001213900-26-063110.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2018145/000121390026063110/0001213900-26-063110-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2018145/000121390026063110/ea0292895-8k_rising.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","comparable_excerpt":"Subsequent to the approval by its shareholders at the Extension Meeting of Rising Dragon’s second amended and restated memorandum and articles of association (the “Amended Charter”), the Company filed the Amended Charter with the Cayman Islands Registrar of Companies, effective May 28, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2018145/000121390026063110/0001213900-26-063110-index.htm"}},{"accession":"0001193125-26-251789","ticker":"GIPR","company_name":"GENERATION INCOME PROPERTIES, INC.","filed_at":"2026-06-01T21:27:59+00:00","headline":"Generation Income Properties prices $5.0M public offering of 23.8M shares and warrants at $0.21/unit","event_type":"other_material","sec_items":["1.01","8.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 8.01, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251789","json":"https://secwatch.observer/filing/0001193125-26-251789.json","markdown":"https://secwatch.observer/filing/0001193125-26-251789.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1651721/000119312526251789/0001193125-26-251789-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1651721/000119312526251789/gipr-20260528.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"· 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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1651721/000119312526251789/0001193125-26-251789-index.htm"}},{"accession":"0001967680-26-000034","ticker":"VLTO","company_name":"Veralto Corp","filed_at":"2026-06-01T20:48:48+00:00","headline":"Veralto issues $725M of 4.850% Senior Notes due 2032, net proceeds ~$718.8M","event_type":"debt","sec_items":["1.01","8.01","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 8.01, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001967680-26-000034","json":"https://secwatch.observer/filing/0001967680-26-000034.json","markdown":"https://secwatch.observer/filing/0001967680-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1967680/000196768026000034/0001967680-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1967680/000196768026000034/vlto-20260527.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"· 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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1967680/000196768026000034/0001967680-26-000034-index.htm"}},{"accession":"0001683168-26-004423","ticker":"CITR","company_name":"CitroTech Inc.","filed_at":"2026-06-01T20:15:28+00:00","headline":"CitroTech exchanges all Series A Preferred for Series C Convertible; BoltRock gets board rights","event_type":"other_material","sec_items":["1.01","3.02","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 3.02, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-004423","json":"https://secwatch.observer/filing/0001683168-26-004423.json","markdown":"https://secwatch.observer/filing/0001683168-26-004423.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/894556/000168316826004423/0001683168-26-004423-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/894556/000168316826004423/citro_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"· 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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/894556/000168316826004423/0001683168-26-004423-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}