FG Imperii Acquisition Corp-A 2025年度报告

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 smaller reporting 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 companyIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404 (b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act): Yes☒No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates on June 30, 2025, based upon theclosing price of the ordinary shares on such date as reported on Nasdaq Global Market, was approximately $0.As of March31, 2026 there were 23,025,000 Class A ordinary shares, par value $0.0001, and 5,687,500 Class B ordinary shares, par value $0.0001, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE FG IMPERII ACQUISITION CORP. Annual Report on Form10-KTABLE OF CONTENTS Cautionary NoteRegarding Forward-Looking Statements1 PARTI–Item1.Business2Item1A.RiskFactors8Item1B.UnresolvedStaffComments8Item1C.Cybersecurity8Item2.Properties9Item3,Legal Proceedings9Item4.Mine Safety Disclosures9PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities9Item6.Selected Financial Data10Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations10Item7A.Quantitative and Qualitative Disclosure about Market Risk15Item8.Financial Statements and Supplementary Data15Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure15Item9A.Controls and Procedures15Item9B.Other Information16Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections16PartIIIItem10Directors, Executive Officers, and Corporate Governance16Item11.Executive Compensation24Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters24Item13.Certain Relationships and Related Transactions, and Director Independence25Item14.Principal Accountant Fees and Services30PARTIVItem15.Exhibits and Financial Statement SchedulesF-1SIGNATURES33 References in this report (the “Annual Report”) to “we,” “us” or the “Company” or “FGI” refer to FG ImperiiAcquisition Corp. References to our “management” or our “management team” refer to our officers and directors, andreferences to the “Sponsor” refer to FG Imperii InvestorsLLC. Certain information contained in the discussion andanalysis set forth below includes forward-looking statements that involve risks and uncertainties Cautionary NoteRegarding Forward-Looking Statements Certain statements in this annual report on Form10-K (this “Form 10-K”) may constitute “forward-lookingstatements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to,statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding thefuture. In addition, any statements that refer to projections, forecasts or other characterizations of future events orcircumstances, including any underlying assumpt