--- 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" generated_at: "2026-05-16T08:36:23.540638+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # FG Imperii Acquisition Corp. closes $200M SPAC IPO; trust funded for 24-month search ## Summary - 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. ## SEC filing metadata - 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 - event_type: other - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 1.01, 3.02, 5.03, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-26-006213 - JSON: https://secwatch.observer/filing/0001104659-26-006213.json - Plain text: https://secwatch.observer/filing/0001104659-26-006213.txt ## 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_url: https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/2090452/000110465926006213/0001104659-26-006213-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.