FG Imperii Acquisition Corp.

We believe our management team’s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team and our directors and advisors have developed a broad network of contacts and corporate relationships around the world, which includes private equity firms, venture capitalists and entrepreneurs. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. In addition, members of our management team have developed contacts derived directly from serving on the boards of directors of several public and private companies.

This network has provided our management team with a flow of referrals, which in the past has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that this network will provide us with multiple investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention by various unaffiliated sources, including participants in our targeted markets and their advisors, private equity funds and large business enterprises seeking to divest non-core assets or divisions.

We have engaged Imperii Securities LLC, an affiliate of our President, Mr. Scuderi, to provide us with financial advice and assistance in connection with our initial business combination, which advice and assistance may include: (a) advising and assisting us in considering the desirability of effecting a business combination and, if we elect to pursue such business combination, assisting us in developing and implementing the strategy to be used in connection with the business combination; (b) providing recommendations on the appropriate structure, purchase price, terms and conditions of a business combination; (c) advising and assisting us in our negotiation of a business combination, and, if requested, participating directly in such negotiations; (d) consulting with us with respect to the contents of the materials that may be made available by us to potential targets; (e) devising a plan of evaluating potential targets including their identification and pre-qualification; (f) organizing, arranging and accompanying our management team to meetings regarding the business combination; (g) participating in due diligence, and (h) performing such other investment banking and financial advisory services as we and Imperii Securities LLC may from time to time agree upon in writing. We will pay Imperii Securities LLC a fee for such services (the “Transaction Fee”) upon the consummation of our initial business combination in an amount equal to 1.0% of the consideration paid in connection with the business combination; provided that the Transaction Fee shall not be less than $1,000,000 or greater than $3,000,0000; and further provided that the first $1,000,000 of the Transaction Fee shall be paid with 100,000 shares held by the Sponsor, and the remainder shall be paid by the post-closing company (i) from cash remaining in the trust account after redemptions, if any, or (ii) by the issuance of shares valued at $10 per share.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view.

Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement securities following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, the founder shares and private placement securities may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of the members of our management team may have a conflict of interest with respect to evaluating a particular business

combination if the retention or resignation of any such person was included by a target business as a condition to any agreement with respect to our initial business combination.See “Management — Conflicts of Interest” for additional information.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. However, because the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

The low price that our sponsor, officers, directors and senior advisors (directly or indirectly) paid for the founder shares creates an incentive whereby our management team could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders.If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares, private units (and the underlying securities) and the $15 Exercise Price Warrants (and the underlying securities) will be worthless, except to the extent they receive liquidating distributions from assets outside the trust account. Additionally, we will repay up to $150,000 in loans made to us by our sponsor to cover offering-related and organizational expenses and we will reimburse our sponsor an amount equal to $15,000 per month for office space, administrative and support services made available to us, as described elsewhere in this prospectus. We will repay any loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to finance transaction costs in connection with an intended initial business combination; up to $1,500,000 of such loans may be convertible into private units at a price of $10.00 per unit at the option of the lender. Upon consummation of this offering, we will also reimburse our sponsor, directors or officers, or our or any of their respective affiliates for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.

Sponsor Information

Our sponsor is a Nevada limited liability company, which was formed to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Nevada Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. Larry G. Swets, Jr., Hassan R. Baqar, and D. Kyle Cerminara are the managers of FG Imperii Investors LLC. The investment and voting decisions for FG Imperii Investors LLC. are made jointly by the three managers and no one individual has a controlling decision. As of the date of this prospectus, other than Larry G. Swets, Jr., Hassan R. Baqar, and D. Kyle Cerminara, no other person has a direct or indirect material interest in our sponsor. Other than the sponsor managers, none of the other members of our sponsor will participate in our company’s activities.

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

business combination; (b) providing recommendations on the appropriate structure, purchase price, terms and conditions of a business combination; (c) advising and assisting us in our negotiation of a business combination, and, if requested, participating directly in such negotiations; (d) consulting with us with respect to the contents of the materials that may be made available by us to potential targets; (e) devising a plan of evaluating potential targets including their identification and pre-qualification; (f) organizing, arranging and accompanying our management team to meetings regarding the business combination; (g) participating in due diligence, and (h) performing such other investment banking and financial advisory services as we and Imperii Securities LLC may from time to time agree upon in writing. We will pay Imperii Securities LLC a fee for such services (the “Transaction Fee”) upon the consummation of our initial business combination in an amount equal to 1.0% of the consideration paid in connection with the business combination; provided that the Transaction Fee shall not be less than $1,000,000 or greater than $3,000,0000; and further provided that the first $1,000,000 of the Transaction Fee shall be paid with 100,000 shares held by the Sponsor, and the remainder shall be paid by the post-closing company (i) from cash remaining in the trust account after redemptions, if any, or (ii) by the issuance of shares valued at $10 per share.

Because our initial shareholders acquired the founder shares at a nominal price of $0.002, our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, in the case that additional ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, we will effect a share capitalization immediately prior to the consummation of the initial business combination in such amount as to maintain the ownership of the initial shareholders prior to the initial business combination at 20.0% of the issued and outstanding ordinary shares upon the consummation of the initial business combination (not including ordinary shares underlying the warrants, $15 Exercise Price Warrants, private units, or Underwriter Units or working capital loan units, if any) (after giving effect to any redemptions of ordinary shares by public shareholders), including the total number of ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities issued or deemed issued, by us in connection with or in relation to the consummation of the initial business combination, and excluding any shares or equity- linked securities or warrants exercisable for or convertible into shares issued, or to be issued, to any seller in the initial business combination.**See the section titled “Risk Factors — Risks Relating to our Securities — Our sponsor paid an aggregate of $10,000 to cover certain of our offering costs in exchange for 5,750,000 founder shares, or approximately $0.002 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our ordinary shares.”**Public shareholders will experience additional dilution from the issuance of the private shares (including private shares underlying private units issued upon conversion of working capital loans). Further, upon exercise of the private warrants and the exercise of the $15 Exercise Price Warrants, we will issue an aggregate of 1,137,500 ordinary shares (whether or not the over-allotment option is exercised). Additional shares may be issued upon exercise of any private warrants underlying private units issued upon conversion of working capital loans. The assumed exercise of the $15 Exercise Price Warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. As a result, the compensation to be paid and securities issued to the sponsor, its affiliates, and promoters, may result in a material dilution of the equity interests of public shareholders.

The following table sets forth information with respect to our initial shareholders, holders of the Underwriter Shares and the public shareholders (assuming no exercise of the underwriters’ over-allotment option):

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, including other special purpose acquisition companies. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity.

Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the “corporate opportunity” waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the “corporate opportunity” waiver in our amended and restated memorandum and articles of association will provide us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates.

Our sponsor and our officers and directors or any of their affiliates may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. Other than Aldel Financial II Inc., which is a special purpose acquisition company affiliated with Mr. Baqar, and FG Merger II Corp., which is a special purpose acquisition company affiliated with all of our directors, officers and senior advisors, as discussed under the section entitled “Proposed Business – Our Management Team – Prior SPAC Experience,” the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations. In order to minimize potential conflicts of interest which may arise from multiple affiliations with SPACs, unless a business combination opportunity is expressly offered to us or to one of our directors or officers solely in his or her capacity as our director and/or officer and such opportunity is one we are permitted to undertake and would otherwise be reasonable for us to pursue, subject to their other legal obligations, we expect that our officers and directors who are also officers and/or directors of other SPACs (including Aldel Financial II Inc. and FG Merger II Corp.) will present suitable target businesses to us and the other applicable SPACs based on which SPAC went public first and taking into account any contractual restrictions applicable to each such SPAC and other reasonable considerations (including but not limited to the relative sizes of the SPACs and the amount in trust compared to the sizes of the targets, the need or desire for additional financings, the amount of time required to complete a business combination and the relevant experience of the directors and officers involved with a particular blank check company).

Additional Financing

We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than what we could acquire with the net proceeds of this offering and the sale of the private units. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Such additional financing may be in the form of PIPE transactions or convertible debt transactions. These financing transactions would be designed to ensure a return on investment to the investor in exchange for assisting the company in completing the business combination or providing sufficient liquidity to the post-combination company. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time. Any such issuances of equity securities could dilute the interests of our existing shareholders. These financing transactions may be significantly dilutive to the post-combination company, and represent the type of financing risk that is not associated with traditional initial public offerings. We cannot assure you that financing will be available to us on acceptable terms, if at all. None of our initial shareholders, directors or officers or their affiliates are obligated to provide any such financing to us. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.

In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our directors, officers or shareholders is required to provide any financing to us in connection with or after our initial business combination.