8-K
FG Imperii Acquisition Corp. (FGII)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 23, 2026
Date of Report (Date of earliest event reported)
FG Imperii Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-43056 | 98-1884449 |
|---|---|---|
| (State or other jurisdiction of <br><br>incorporation) | (Commission File Number) | (I.R.S. Employer <br><br>Identification No.) |
| 104 S. Walnut Street, Unit 1A<br><br> <br>Itasca, IL | 60143 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(847) 791 6817
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant<br>to Rule 425 under the Securities Act |
|---|---|
| ¨ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares | FGII | The Nasdaq Stock Market LLC |
| Warrants | FGII.W | The Nasdaq Stock Market LLC |
| Units | FGII.U | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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 |
Exhibit 99.1
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
| Unaudited Pro Forma Balance Sheet as of January 23, 2026, | F-2 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Notes to Unaudited Pro Forma Financial Statement | F-3 | ||||||||
| FG IMPERII ACQUISITION CORP. | |||||||||
| --- | |||||||||
| Unaaudited Pro Forma Balance Sheet | |||||||||
| January 23, 2026 | |||||||||
| Pro Forma<br><br> <br>Adjustments | As Adjusted | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Unaudited) | (Unaudited) | ||||||||
| ASSETS | |||||||||
| Current assets | |||||||||
| Cash | 1,325,643 | $ | (137,500 | ) | (c) | $ | 1,146,449 | ||
| (38,184 | ) | (d) | |||||||
| (3,510 | ) | (e) | |||||||
| Prepaid expense | 176,018 | - | 176,018 | ||||||
| Total current assets | 1,501,661 | $ | 1,322,467 | ||||||
| Cash held in trust account | 200,000,000 | $ | 27,500,000 | (a) | 227,500,000 | ||||
| $ | (137,500 | ) | (b) | ||||||
| $ | 137,500 | (c) | |||||||
| TOTAL ASSETS | 201,501,661 | $ | 27,320,806 | 228,822,467 | |||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||
| Current liabilities | |||||||||
| Accounts payable | 3,475 | (3,475 | ) | (e) | - | ||||
| Accrued offering costs | 38,184 | (38,184 | ) | (d) | - | ||||
| Promissory note | 150,000 | - | 150,000 | ||||||
| TOTAL LIABILITIES | 191,659 | (41,659 | ) | 150,000 | |||||
| COMMITMENTS AND CONTINGENCIES | |||||||||
| Class A ordinary shares; 0.0001 par value, subject to possible redemption, 2,000,000 shares at redemption value | 200,000,000 | 27,500,000 | (f) | 227,500,000 | |||||
| STOCKHOLDERS' EQUITY | |||||||||
| Preferred shares, 0.0001 par value; 1,000,000 shares authorized; 0 issued and outstanding | - | - | - | ||||||
| Class A ordinary shares, 0.0001 par value; 479,000,000 shares authorized; 475,000 issued and outstanding (excluding 20,000,000 shares subject to possible redemption) | 48 | 275 | (a) | 51 | |||||
| (275 | ) | (f) | |||||||
| 3 | (g) | ||||||||
| Class B ordinary shares, 0.0001 par value; 20,000,000 shares authorized; 5,750,000 issued and outstanding | 575 | (6 | ) | (h) | 569 | ||||
| Additional paid in capital | 1,352,030 | $ | 27,499,725 | (a) | $ | 1,214,533 | |||
| (137,500 | ) | (b) | |||||||
| (27,499,725 | ) | (f) | |||||||
| (3 | ) | (g) | |||||||
| 6 | (h) | ||||||||
| Accumulated deficit | (42,651 | ) | (35 | ) | (e) | (42,686 | ) | ||
| Total Stockholders' Equity | 1,310,002 | (137,535 | ) | 1,172,467.00 | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 201,501,661 | $ | 27,320,806 | 228,822,467 |
All values are in US Dollars.
The accompany notes are an integral part of the unaudited pro forma financial statement.
F-2
FG IMPERII ACQUISITION CORP.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
NOTE 1 – Closing of over-allotment option.
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of FG Imperii Acquisition Corp. (the “Company”) as of January 20, 2026, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on January 23, 2026 as described below.
On January 20, 2026, the Company consummated its initial public offering (“IPO”) of 20,000,000 units at $10.00 per unit (the “Unit”). Each unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Public Share”) and one-half of one redeemable warrant ( “ Public Warrant”), each whole Public Warrant entitling the holder thereof to purchase one share of Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000.
Simultaneously with the closing of the IPO, the Company consummated private placement ( “Private Placement”) in which i) FG Imperii Investors II LLC (the “Sponsor”) purchased 275,000 private unit ( the “Private Units”) respectively, at a price of $10.00 per Private Unit, generating total proceeds of $2,483,000 and ii) the Sponsor purchased in aggregate of 1,000,000 $15.00 exercise price warrants (the “$15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, each exercisable to purchase one shares of Class A ordinary share at $15.00 per share, for an aggregate purchase price of $100,000.
The Company granted the underwriters a 45-day option to purchase up to an additional 3,000,000 Units (the “Option Units”) at $10.00 per unit to cover over-allotments, if any. On January 22, 2026, the underwriters of the Company notified the Company of their partial exercise of the over-allotment option and purchased 2,750,000 additional Option Units at $10.00 per Option Unit upon the closing of the over-allotment option, generating gross proceed of $27,500,000. The over over-allotment option closed on January 23, 2026. Simultaneously with the closing of the over-allotment option, the Company also issued 27,500 Underwriter Units to the underwriter. Company also paid $137,500 as underwriting discount to the underwriter in regard to the exercise of the over-allotment option by the underwriter.
A total of $227,500,000 ($10.00 per Unit) of the net proceed from the sale of Units in the IPO, the Option Unit on January 20, 2026 and January 23, 2026, were placed in a trust with Odyssey Trust Company acting as trustee
Due to the partial exercise of the over-allotment option by the underwriter, the Sponsor forfeited 62,500 Founder Shares of the Company held by Sponsor.
F-3
Pro forma adjustments to reflect the sales of the Option Units described above are as follows:
| Pro Forma Entries | |
|---|---|
| (a) | Trust Account |
| Class A Ordinary Shares | |
| Additional Paid in Capital | |
| To record the sale of 2,750,000 Option Units at 10.00 per Unit | |
| (b) | Additional Paid in Capital |
| Trust Account | |
| To record payment of Underwriting commission ( 0.5% of the over-allotment proceeds) | |
| (c) | Trust Account |
| Cash | |
| To record funding from bank account to trust account for bring the over-allotment proceed balance to 27,500,000 | |
| (d) | Accrued Offering Cost |
| Cash | |
| To record payment of accrued offering cost | |
| (e) | Expense |
| Cash | |
| To record payment of general expense | |
| (f) | Class A Ordinary Shares |
| Additional Paid in Capital | |
| Class A Ordinary share Subject to Possible Redemption | |
| To record reclass of Option Units shares from permanent equity to temp equity since they are subject to redemption | |
| (g) | Class A Ordinary Shares |
| Additional Paid in Capital | |
| To record the issuance 27,500 additional underwriter units with underlying ordinary share at par value of 0.0001 per ordinary share to Underwriter upon Over-allotment closing | |
| (h) | Additional Paid in Capital |
| Class B Ordinary Share | |
| To record forfeiture of 62,500 Founder Share by the Sponsor due to partial over-allotment exercise |
All values are in US Dollars.