FG Imperii Acquisition Corp-A美股招股说明书(2026-01-20版)

$200,000,000 20,000,000 Units FG Imperii Acquisition Corp. FG Imperii Acquisition Corp. is a blank check company incorporated in the Cayman Islands as an exemptedcompany whose business purpose is to effect a merger, amalgamation, share capital exchange, assetacquisition, share purchase, reorganization or similar business combination with one or more businesses,which we refer to as our initial business combination. We have not selected any specific businesscombination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions,directly or indirectly, with any business combination target with respect to an initial business combinationwith us. Although we may acquire a business in any industry, we intend to focus our search for a targetbusiness in the financial services industry in North America. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holderthereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment asdescribed herein. Only whole warrants are exercisable. No fractional warrants will be issued uponseparation of theunits and only whole warrants will trade. The warrants will become exercisable on the laterof 30days after the completion of our initial business combination and 12months from the closing of thisoffering, and will expire fiveyears after the completion of our initial business combination or earlier uponredemption or our liquidation, as described herein. The underwriters have a 45-day option from the date ofthis prospectus to purchase up to 3,000,000 additionalunits to cover over-allotments, if any. We are an “emerging growth company” under applicable federal securities laws and will be subject toreduced public company reporting requirements. No offer or invitation to subscribe for securities may bemade to the public in the Cayman Islands We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassAordinary shares (up to an aggregate of 15% for each public shareholder of the shares sold in this offering, asdescribed in more detail in this prospectus) upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account describedbelow as of two business days prior to the consummation of our initial business combination, includinginterest earned on the funds held in the trust account (which interest shall be net of funds withdrawn fortaxes payable), divided by the number of then outstanding ClassA ordinary shares that were sold as part oftheunits in this offering, which we refer to collectively as our public shares, subject to the limitations andon the conditions described herein. If we are unable to complete our initial business combination within24months from the closing of this offering (or such later date as approved by the affirmative vote of theholders of a majority of the ClassA ordinary shares that are voted at a shareholder meeting held to amendour amended and restated memorandum and articles of association to extend such date, voting together as asingle class), we will redeem 100% of the public shares at a per share price, payable in cash, equal to theaggregate amount then on deposit in the trust account, including interest earned on the funds held in thetrust account (which interest shall be net of funds withdrawn for taxes payable, and up to $100,000 ofinterest to pay dissolution expenses), divided by the number of then outstanding public shares, subject toapplicable law and certain conditions as further described herein. Our sponsor (and/or its designees) has committed to purchase from us an aggregate of (i)275,000units (the“privateunits”) at a price of $10.00 per private unit, with each private unit consisting of one ClassAordinary share (the “private shares”) and one-half of one warrant (each whole warrant, a “private warrant”)to purchase one ClassA ordinary share at an exercise price of $11.50 per share by exercising a wholeprivate warrant, and (ii)1,000,000 warrants (“$15 Exercise Price Warrants” and, together with theprivateunits, the “private placement securities”) at a price of $0.10 per warrant, each exercisable topurchase one ClassA ordinary share at $15.00 per share, for an aggregate purchase price of $2,850,000. The$15 Exercise Price Warrants will become exercisable on the later of 30days after the completion of our initialbusiness combination and 12months from the closing of this offering, and will expire fiveyears (ortenyears with respect to the $15 Exercise Price Warrants (as defined below)) after the completion of ourinitial business combination or earlier upon redemption or our liquidation, as described herein. Thesepurchases will take place on a private placement basis simultaneously with the consu