Goldman Sachs (FGII) discloses 1.46M shares, 6.4% stake in FG Imperii (FGII)

Rhea-AI Filing Summary

FG IMPERII ACQUISITION CORP ownership disclosure: a joint Schedule 13G lists 1,463,825 Class A Ordinary Shares held by Goldman Sachs reporting units, representing 6.4% of the class. The filing is a joint submission by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC, executed under a Joint Filing Agreement and includes exhibits describing the reporting subsidiary and ownership disclaimers.

Insights

Institutional Ownership Specialist

Goldman Sachs reports a 6.4% stake (1,463,825 shares) in FG IMPERII ACQUISITION CORP.

The Schedule 13G is a passive beneficial-ownership disclosure filed jointly by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC, showing shared voting and dispositive power of 1,463,825 shares. The filing attaches a Joint Filing Agreement and exhibits identifying the subsidiary that holds the securities.

Disclaimers in Exhibit (99.3) clarify that certain client or disaggregated unit holdings are excluded from this reporting unit total. Subsequent filings could update ownership counts.

Corporate Governance Analyst

Filing documents voting/dispositive classification and parent/subsidiary attribution.

The cover data shows 0 sole power and shared voting and dispositive power of 1,463,825 shares, attributed to Goldman Sachs reporting units. Exhibit (99.2) explains that Goldman Sachs & Co. LLC is the subsidiary holding the reported securities.

The filing follows the Release No. 34-39538 guidance and includes standard disclaimers about client accounts and other disaggregated units.

Key Figures

Beneficial ownership: 1,463,825 shares Percent of class: 6.4% Sole voting/dispositive power: 0.00 shares +1 more

4 metrics

Beneficial ownership 1,463,825 shares Class A Ordinary Shares, reported on Schedule 13G

Percent of class 6.4% Percent of Class A Ordinary Shares reported

Sole voting/dispositive power 0.00 shares Reported as sole power on the cover page

Shared voting/dispositive power 1,463,825 shares Reported as shared power on the cover page

Key Terms

Schedule 13G, Joint Filing Agreement, Beneficial ownership, Release No. 34-39538

4 terms

Schedule 13G regulatory

"Joint Schedule 13G lists beneficial ownership and percent of class"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Joint Filing Agreement regulatory

"EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)"

Beneficial ownership financial

"Ownership (a) Amount beneficially owned: See the response(s) to Item 9"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Release No. 34-39538 regulatory

"In accordance with the Release No. 34-39538 (January 12, 1998) (the "Release")"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FG IMPERII ACQUISITION CORP

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

G3R41C102

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G3R41C102

1

Names of Reporting Persons

THE GOLDMAN SACHS GROUP, INC.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,463,825.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,463,825.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,463,825.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.4 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP Number(s): G3R41C102

1

Names of Reporting Persons

GOLDMAN SACHS & CO. LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,463,825.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,463,825.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,463,825.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.4 %

12

Type of Reporting Person (See Instructions)

BD, OO, IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: FG IMPERII ACQUISITION CORP
(b)	Address of issuer's principal executive offices: 104 S. Walnut Street, Unit 1A, Itasca, X1,60143
Item 2.
(a)	Name of person filing: THE GOLDMAN SACHS GROUP, INC.| GOLDMAN SACHS & CO. LLC
(b)	Address or principal business office or, if none, residence: The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282| Goldman Sachs & Co. LLC 200 West Street New York, NY 10282
(c)	Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware| GOLDMAN SACHS & CO. LLC - New York
(d)	Title of class of securities: Class A Ordinary Shares
(e)	CUSIP Number(s): G3R41C102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: See the response(s)to Item 11 on the attached cover page(s).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit (99.2)
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

THE GOLDMAN SACHS GROUP, INC.

Signature:	Name: Sam Prashanth
Name/Title:	Attorney-in-fact
Date:	04/28/2026

GOLDMAN SACHS & CO. LLC

Signature:	Name: Sam Prashanth
Name/Title:	Attorney-in-fact
Date:	04/28/2026

Exhibit Information

EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Ordinary Shares, of FG IMPERII ACQUISITION CORP and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: 04/28/2026 THE GOLDMAN SACHS GROUP, INC. By:/s/ Sam Prashanth ---------------------------------------- Name: Sam Prashanth Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Sam Prashanth ---------------------------------------- Name: Sam Prashanth Title: Attorney-in-fact EXHIBIT (99.2) ITEM 7 INFORMATION The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a subsidiary of GS Group. EXHIBIT (99.3) ITEM 4 INFORMATION *In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

FAQ

What stake does Goldman Sachs report in FG IMPERII ACQUISITION CORP (FGII)?

Goldman Sachs reports beneficial ownership of 1,463,825 shares, equal to 6.4% of the Class A Ordinary Shares. This figure is reported on a joint Schedule 13G filed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC.

Which Goldman Sachs entities signed the Schedule 13G for FG II (FGII)?

The filing was jointly made by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC, executed via a Joint Filing Agreement signed by Sam Prashanth as attorney-in-fact.

Does the filing state how voting and dispositive power are held for FGII shares?

The cover shows 0 sole power and shared voting and dispositive power of 1,463,825 shares. The schedule attributes shared power to Goldman Sachs reporting units rather than sole control.

Are any ownership disclaimers or exclusions included in the FGII Schedule 13G?

Yes. Exhibit (99.3) contains disclaimers per Release No. 34-39538, excluding certain client accounts and disaggregated operating units from the reported Goldman Sachs Reporting Units' beneficial ownership.

Who is identified as the subsidiary holding the FGII securities?

Exhibit (99.2) states that Goldman Sachs & Co. LLC is the subsidiary that owns, or may be deemed to own, the securities reported by the parent holding company, GS Group.