$FGII·8-K

FG Imperii Acquisition Corp. · Jan 29, 4:46 PM ET

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FG Imperii Acquisition Corp. 8-K

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FG Imperii Acquisition Corp. Reports IPO Closing and Over‑Allotment Exercise

What Happened
FG Imperii Acquisition Corp. (a Cayman Islands exempted company) filed an 8-K on January 29, 2026 reporting completion of its initial public offering. On January 20, 2026 the company sold 20,000,000 units at $10.00 each for $200,000,000 gross. The underwriters exercised their over‑allotment option on January 22, 2026 to purchase an additional 2,750,000 units at $10.00 (closing January 23, 2026), generating an additional $27,500,000. The company attached an unaudited pro forma balance sheet as of January 23, 2026 reflecting the over‑allotment closing.

Key Details

  • IPO size: 20,000,000 units at $10.00 per unit → $200,000,000 gross proceeds (initial close on Jan 20, 2026).
  • Over‑allotment: 2,750,000 additional units at $10.00 → $27,500,000 gross proceeds (option exercised Jan 22; closed Jan 23, 2026).
  • Total gross proceeds after over‑allotment: $227,500,000.
  • Company filed an unaudited pro forma balance sheet as of Jan 23, 2026 reflecting the over‑allotment; an audited balance sheet as of Jan 20, 2026 was previously filed.

Why It Matters
This filing confirms FG Imperii completed its IPO and that the underwriters fully exercised the over‑allotment, increasing the public offering size and the cash raised. For investors, the pro forma balance sheet shows the updated financial position after the over‑allotment closing, which affects the amount of cash available in trust for the company’s planned business combination and informs capital availability and potential dilution.

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