FG Imperii Acquisition Corp. 8-K

What Happened
FG Imperii Acquisition Corp. announced it consummated its initial public offering (IPO) and related private placement in January 2026. The IPO initially sold 20,000,000 units on January 20, 2026, the underwriters exercised an over‑allotment for 2,750,000 additional units (option closed January 23, 2026), and total gross proceeds from the offering and private placement amounted to $227,362,500. Each unit sold in the IPO was $10.00 and consisted of one Class A ordinary share and one‑half of a redeemable warrant (each whole warrant exercisable at $11.50). Simultaneously, the Sponsor purchased 275,000 private placement units and 1,000,000 additional warrants (OTM Warrants) under a Private Placement Units Purchase Agreement.

Key Details

• IPO units sold: 22,750,000 units (20,000,000 initial + 2,750,000 over‑allotment) at $10.00 per unit.
• Total gross proceeds placed in trust: $227,362,500 (includes $7,962,500 of underwriter’s deferred discount).
• Private placement: 275,000 units to the Sponsor (same structure as IPO units but transfer‑restricted) and 1,000,000 OTM Warrants sold at $0.10 each for $100,000; OTM Warrants are non‑redeemable and may be exercisable on a cashless basis while held by the Sponsor.
• Proceeds were deposited in a U.S.-based trust account maintained by Odyssey Transfer and Trust Company; an audited balance sheet as of January 20, 2026 reflecting receipt of proceeds is filed as Exhibit 99.1.

Why It Matters
This filing confirms FG Imperii’s successful capital raise and that the offering proceeds are secured in a trust account—key facts for investors tracking SPAC lifecycle and timing of potential business combinations. The structure and terms of the public warrants (redeemable, $11.50 exercise) and the Sponsor’s OTM Warrants (non‑redeemable while held by Sponsor, $15 exercise, cashless exercise permitted) are important for understanding future dilution and exercise scenarios. The audited balance sheet included with the 8‑K provides financial confirmation of the funds raised.