United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 8.01 Other Events.
As previously reported, on January 20, 2026, FG Imperii Acquisition Corp., a Cayman Islands exempted company (the “Company”) consummated an initial public offering (the “IPO”) of 20,000,000 units (the “Units”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $200,000,000.
On January 22, 2026, the underwriters exercised their over-allotment option to purchase an additional 2,750,000 Units (the “Option Units”) at $10.00 per unit. The over-allotment option closing occurred on January 23, 2026, generating gross proceeds of $27,500,000.
An audited balance sheet as of January 20, 2026 reflecting receipt of the proceeds upon consummation of the IPO and concurrent private placement has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on January 26, 2026. The Company’s unaudited pro forma balance sheet as of January 23, 2026, adjusted for the closing of the over-allotment option is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | |
| The following exhibits are being filed herewith: | ||
| 99.1 | Unaudited Pro Forma Balance Sheet as of January 23, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 29, 2026
FG IMPERII ACQUISITION CORP.
| By: | /s/ Hassan R. Baqar | |
| Name: | Hassan R. Baqar | |
| Title: | Chief Financial Officer |