Dilution profile // every instrument, one screen, from SEC filings

FG Imperii Acquisition Corp. (FGII)

CIK 2090452 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$230M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW0% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
NOT COMPUTEDrunway not computable from latest facts
= cash vs trailing operating burn

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2026-05-142026-07-23

Latest: 28.9M shares as of Jul 23, 2026 (10-Q).

Cash runway

Not enough filing data

can’t compute a runway

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Public Warrants10.0M$11.55y
Private Warrants151.0M$15
Private Unit Warrant137,500not tagged
Private Warrantsnot tagged$15

Tranches exactly as the company dimensioned them in its 10-Q filed Jul 24, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 0 underlying shares, as reported Dec 31, 2025 (10-K).

Rough fully diluted estimate: 28.9M = 28.9M O/S + 0 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Jul 24, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding28.9MJul 23, 2026
+ Public Warrants (if exercised)10.0MJun 30, 2026
+ Private Warrants15 (if exercised)1.0MJun 30, 2026
+ Private Unit Warrant (if exercised)137,500Jun 30, 2026
Fully diluted estimate40.1M+38.5% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $230.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1Oct 15, 2025$230.0M registeredfiling →

Last 12 months: 2 executed · 2 registered.

EXECUTEDJan 23, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJan 20, 2026Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4
EFFECTIVEJan 15, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDDec 30, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDOct 15, 2025S-1 registration — capacity to sell shares, not a sale yetS-1

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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