FG Imperii Acquisition Corp. 8-K

What Happened
FG Imperii Acquisition Corp. announced it closed its initial public offering on January 20, 2026, selling 20,000,000 units at $10.00 per unit and generating gross proceeds reported as $200,000,000. Each Unit consists of one Class A ordinary share and one-half of a warrant (each whole warrant exercisable to buy one share at $11.50). The company entered into the underwriting agreement with BTIG, LLC and related warrant, trust and sponsor agreements in connection with the offering.

Key Details

• IPO closed January 20, 2026: 20,000,000 Units at $10.00 each (gross proceeds reported $200,000,000); underwriter has an option for up to 3,000,000 additional Units.
• Private placements to Sponsor (FG Imperii Investors LLC): 275,000 Private Placement Units at $10.00 per Unit and 1,000,000 OTM Warrants at $0.10 each (OTM warrants exercisable at $15.00; aggregate purchase price for the OTM warrants $100,000). Private Placement Units have transfer restrictions; Sponsor received certain registration rights.
• Corporate filings and mechanics: Amended and Restated Memorandum and Articles of Association filed (effective January 15, 2026). IPO proceeds and Private Placement Unit proceeds (including $7,000,000 of the underwriter’s deferred discount) — totaling $200,000,000 — were deposited into a U.S.-based trust account held by Odyssey Transfer and Trust Company.
• Trust holdback and timeline: Funds (other than limited interest releases for taxes/winding-up costs) will remain in trust until the company completes an initial business combination, redeems public shares if no combination is completed within 24 months, or upon certain shareholder-approved amendments.

Why It Matters
For retail investors, the filing confirms FG Imperii is now a publicly listed blank-check (SPAC) vehicle with $200M held in trust to pursue an acquisition (business combination). The trust provides a protection mechanism for public shareholders who may redeem if a deal is not completed within the 24-month deadline. Investors should note potential dilution from warrants and the sponsor’s private units/warrants (which have different terms, transfer restrictions and registration rights), and that the sponsor and underwriter arrangements are in place to support the company’s search for a target.