FG Imperii Acquisition Corp. 8-K/A

What Happened
FG Imperii Acquisition Corp. announced it consummated its initial public offering (IPO) in January 2026. On January 20, 2026 the Company sold 20,000,000 units, and the underwriters exercised an over‑allotment for an additional 2,750,000 units (over‑allotment closed January 23, 2026), resulting in 22,750,000 Units sold at $10.00 per Unit and total gross proceeds of $227,500,000. Each Unit = one Class A ordinary share and one‑half of one redeemable warrant (one whole Warrant exercisable at $11.50). Simultaneously the Company completed a private placement to the Sponsor: 275,000 units at $10.00 per Unit and 1,000,000 additional warrants sold at $0.10 each (OTM Warrants exercisable at $15.00). An audited balance sheet as of January 20, 2026 reflecting receipt of proceeds is filed as Exhibit 99.1.

Key Details

• Total gross proceeds (IPO + private placement): $227,500,000 (includes $7,962,500 of the underwriter’s deferred discount).
• Units sold: 22,750,000 Units in the IPO (20,000,000 initial + 2,750,000 over‑allotment).
• Sponsor private placement: 275,000 Units and 1,000,000 OTM Warrants (OTM Warrants sold for $100,000 total).
• Trust: $227,500,000 was placed in a U.S.-based trust account held by Odyssey Transfer and Trust Company.

Why It Matters
For investors, the filing confirms FG Imperii completed its SPAC IPO and has $227.5 million held in trust to pursue a business combination. The Unit and warrant structure (including differing exercise prices and transfer/redeemability features for Sponsor securities) affects potential dilution and future financing dynamics. The audited balance sheet filed with the 8‑K documents the receipt and placement of proceeds, which is a key milestone before the Company seeks a target.