FG Imperii Acquisition Corp-A 2026年季度报告

FORM10-Q (Mark One) Commission File No.001-43056 Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act): Yes☒No☐ As of May14, 2026 there were 28,940,000 shares of ordinary share, par value $0.0001 issued and outstanding. FG IMPERII ACQUISITION CORP. Quarterly Report on Form 10-QTABLE OF CONTENTS PARTI– FINANCIAL INFORMATION1Item1.Financial Statements1Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations15Item3.Quantitative and Qualitative Disclosures about Market Risk22Item4.Controls and Procedures22PARTII– OTHER INFORMATION23Item1.Legal Proceedings23Item1A.Risk Factors23Item2.Unregistered Sales of Equity Securities and Use of Proceeds23Item3.Defaults Upon Senior Securities23Item4.Mine Safety Disclosures23Item5.Other Information24Item6.Exhibits24SIGNATURES25 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. FG IMPERII ACQUISITION CORP. Balance Sheets March 31,December 31,20262025(Unaudited)(Audited)ASSETSCurrent assetsCash$897,989$37,181Prepaid expense157,935—Deferred offering cost—126,763Total current assets1,055,924163,944Investment held in trust account229,048,269—TOTAL ASSETS$230,104,193$163,944 FG IMPERII ACQUISITION CORP. Statement of Operation Three months ended March 31, 2026 (Unaudited) March 31, 2026Operating expenses:General and administrative expenses$149,875Loss from operations(149,875) Weighted average redeemable common shares outstanding basic18,008,334Basic income per share, redeemable shares$0.10 Weighted average redeemable common shares outstanding diluted27,012,501Diluted income per share, redeemable shares$0.06 Weighted average non-redeemable common shares outstanding basic and diluted6,096,334Basic and diluted loss per non-redeemable share$(0.06) FG IMPERII ACQUISITION CORP. Statement of Changes in Stockholders’ Equity For the three months period ended March 31, 2026 (Unaudited) FG IMPERII ACQUISITION CORP. Statement of Cash Flows For the three months ended March 31, 2026 (Unaudited) March 31, 2026Cash flows from operating activitiesNet income$1,398,394Adjustments to reconcile net loss to net cash used in operating activities:Changes in operating assets and liabilities:Accounts payable11,702Accrued offering cost(25,000)Deferred offering cost126,763Prepaid expenses(157,935)Net cash provided by operating activities1,353,924 FG IMPERII ACQUISITION CORP.NOTESTO THE FINANCIAL STATEMENTSMarch 31, 2026 (UNAUDITED) NOTE1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FG Imperii Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exemptedcompany on September16, 2025. The Company was formed for the purpose of merger, share exchange, assetacquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or morebusinesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating aBusiness Combination, the Company intends to focus on businesses in the financial services industry. The Company isan early stage and emerging growth company and, as such, the Company is subject to all of the risks associated withearly stage and emerging growth companies. As of March 31, 2026, the Company had not yet commenced any operations. All activity through March 31, 2026,relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Companywill not generate any operating revenues until after the complet