FGII 10-K & 10-Q changes, risk factors and insider trading

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” or refer to FG Imperii Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to FG Imperii Investors LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s 2025 annual financial statements filed on Form 10-K and financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertaintiesuncertainties.

As of MarchJune 31,30, 2026, the Company had not yet commenced any operations. All activity through MarchJune 31,30, 2026, relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

The registration statement of the Company was declared effective on January 15, 2026. On January 20, 2026, the Company consummated its 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. The Public Warrants will become exercisable on the later of 30 days after the completion of Business Combination and 12 months from the closing of the IPO and will expire five years after the completion of Business Combination or earlier upon Company’s liquidation.

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$2,750,000 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 proceedproceeds 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 proceedproceeds 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 (defined below) of the Company held by Sponsor.

Each $15 Private Warrant entitles the holder to purchase one share of Class A ordinary share at an exercise price of $15.00 per share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and can be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Following the closing of the IPO and the exercise of over-allotment option by the underwriter, an amount of $227,500,00$227,500,000 ($10.00 per Unit) from the net proceedproceeds of the sale of the Units in the IPO and the sale of Private Placement Securities were placed in a trust account (“Trust Account”) and invested in a money market fund, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company havehas until 24 months from the closing of the IPO to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and taxes payable, and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. There will be no redemption rights or liquidation distribution with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination period.

We have neither engaged in any operations nor generated any revenues to date. Our activities through MarchJune 31,30, 2026 were organizational activities, including those necessary to prepare for the IPO and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the threesix months ended MarchJune 31,30, 2026, the Company reported net income of $1,398,394,$3,347,053, which consists of $1,548,269,$3,556,147, in investment income earned in Trust Account, offset by 149,875$209,094 of general and administrative expenses.

As of MarchJune 31,30, 2026, the Company held a cash balance of $897,989.$850,213. Prior to the IPO, our liquidity needs were satisfied through the $10,000 proceeds received from the Sponsor for purchase of Founder Shares (as defined below), as well as $150,000 loan from Sponsor under a promissory note (“Promissory Notes”).

Simultaneously with the closing of the IPO, the Company consummated the Private Placement of Private Units and $15 Private Warrants generating total proceeds of $2,850,000 On January 23, 2026, underwriter exercised the partial over-allotment option for total 2,750,000 Option Units at $10.00 per Unit Option, generating gross proceeds of $27,500,000.$2,850,000.

From the proceeds of the IPO, partial exercise of over-allotment option and Private Placement, the Company put $227,500,000 ($10.00 per Unit) in the Trust and retained approximately $2,850,000 for working capital and payment of expenses related to the IPO.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). As of MarchJune 31,30, 2026, there were no Working Capital Loans under this arrangement.

We do not believe we need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business CombinationCombination.

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026.

On January 23, 2026, 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. As of MarchJune 31,30, 2026, there 5,687,500 Founder Shares outstanding.

On September 29, 2025, the Company issued a Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Notes are noninterest bearing. As of MarchJune 31,30, 2026, there was no outstanding balance under the promissory note.

Chief Executive Officer and Chief Financial Officer of the Company servesserve as managers of the Sponsor at close of IPO.

The preparation of financial statementstatements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of MarchJune 31,30, 2026.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance CompanyCorporation coverage of $250,000. The Company has not experienced losses on these accounts.

At MarchJune 31,30, 2026, substantially all of the assets held in the Trust Account were invested in a in short term U.S. Treasury obligations. During the three-monthsix-month ended MarchJune 31,30, 2026, the Company did not withdraw any interest income from the Trust Account to pay for its taxes.

The Company accounts for its ordinary shareshares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” ordinary shareshares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary share (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary share isare classified as stockholders’ equity. The Company’s ordinary share features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at MarchJune 31,30, 2026, ordinary share subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

Deferred offering costs consist of legal, underwriter expenses and auditor cost incurred through the balance sheet date that are directly related to the IPO and that are charged to shareholders equity upon the completion of the IPO. Offering cost amounting to 1,644,947$1,644,947 (including $1,000,000 of underwriting fee) were charged to shareholders’stockholders’ equity upon the completion of the IPO.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of MarchJune 31,30, 2026 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The company’s year - end is December 31 and no statutory tax deadline has yet occurred.

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company utilize two class methodology in calculation of earningearnings per share. The Company has redeemable shares referred to as Class A ordinary shares and and non-redeemable shares referred to as Class B ordinary shares of. Income and losses are shared pro rata between the redeemable and non-redeemable shares of ordinary share. Net income (loss) per share of ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary share outstanding for the respective period. Net income for the six-month and three-month period ended MarchJune 31,30, 2026 was allocated to redeemable and non-redeemable shares of ordinary share. Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of ordinary share outstanding for the potentially dilutive impact of outstanding warrants.

The Company accounts for the Public Warrants issued in connection with the IPO, the Private Unit Warrants and the $15 Private Warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40, the Public Warrants and the Private Unit Warrants and $15 Private Warrants meet the criteria for equity treatment and as such will be recorded in shareholders’stockholders’ equity. If the Public and Private Unit and $15 Private Warrant no longer meet the criteria for equity treatment, they will record as a liability and re-measured each period with changes recorded in the statement of operations.