X0202
SCHEDULE 13G
0001393825
XXXXXXXX
LIVE
Class A Ordinary Shares, $0.0001 par value
03/31/2026
0002090452
FG Imperii Acquisition Corp.
G3R41C128
104 S. Walnut Street, Unit 1A
Itasca
IL
60143
Rule 13d-1(b)
Hudson Bay Capital Management LP
DE
0.00
1948264.00
0.00
1948264.00
1948264.00
N
8.46
IA
PN
Sander Gerber
X1
0.00
1948264.00
0.00
1948264.00
1948264.00
N
8.46
HC
IN
FG Imperii Acquisition Corp.
104 S. Walnut Street, Unit 1A, Itasca, IL 60143
This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
N
IA
HC
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 23,025,000 Class A ordinary shares, par value $0.0001 (the "Class A Ordinary Shares") of FG Imperii Acquisition Corp. (the "Company") outstanding as of March 31, 2026, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 31, 2026.
The Investment Manager serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all Class A Ordinary Shares held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
8.46%
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Y
N
See Item 4(a).
Y
Y
Y
N
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
EXHIBIT 99.1
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: May 11, 2026
HUDSON BAY CAPITAL MANAGEMENT LP
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
Hudson Bay Capital Management LP
/s/ Sander Gerber
Sander Gerber, Authorized Signatory
05/11/2026
Sander Gerber
/s/ Sander Gerber
Sander Gerber, individually
05/11/2026