FG Imperii Acquisition Corp. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for Registrant’s Ordinary share We intend to list our units, ordinary share, and rights on the Nasdaq Global Market tier of the Nasdaq Stock Market, LLC under the symbols “FGIU,” “FGII,” and “FGIIW,” respectively. At December 31, 2025, there were 5,750,000 of our ordinary shares issued and outstanding. Dividends We have not paid any cash dividends on our common shares to date and do not intend to pay cash dividends prior to the completion of our Business Combination. The payment of cash dividends following the completion of our Business Combination will be within the discretion of our board of directors at such time and will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our Business Combination. There is no certainty that we will be in a position to, or decide to, pay cash dividends after completing our Business Combination. Further, if we incur any indebtedness in connection with our Business Combination, our ability to declare dividends following the completion of our Business Combination may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance under Equity Compensation Plans None. Unregistered Sales of Equity Securities and Use of Proceeds On September 16, 2025, the Company issued an aggregate of 5,750,000 shares of Class B ordinary share (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $10,000 in cash. On September 19, 2025, the Sponsor transferred an aggregate of 1,110,000 Founder Shares to members of the Company’s management, board of directors and senior advisors, resulting in the Sponsor holding 4,640,000 Founder Shares. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Shareholders will collectively own 20% of the Company’s issued and outstanding shares after the Proposed Offering (assuming the Initial Shareholders do not purchase any Public Shares in the Proposed Offering and excluding the securities underlying the $15 Private Warrants, the Private Units). Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 9 Table of Contents Item 6. Selected financial Data As a smaller reporting company, we are not required to make disclosures under this Item.