Hudson Bay Capital Management LP and Sander Gerber filed an amended Schedule 13G with the SEC on November 6, 2026, disclosing beneficial ownership of 1,948,264 Class A Ordinary Shares of FG Imperii Acquisition Corp. as of September 30, 2026.

Key Highlights

  • Reporting persons: Hudson Bay Capital Management LP (investment manager) and Sander Gerber (managing member of the general partner) filed jointly as Amendment No. 1.
  • Shares held: 1,948,264 Class A Ordinary Shares, $0.0001 par value, held in the name of HB Strategies LLC.
  • Ownership percentage: 6.73% of the class, calculated based on 28,940,000 Class A Ordinary Shares outstanding as of July 23, 2026.
  • Voting and dispositive power: Both reporting persons report 0 sole voting power and 0 sole dispositive power; each reports 1,948,264 shared voting power and 1,948,264 shared dispositive power.
  • Disclaimer: According to the filing, Sander Gerber disclaims beneficial ownership of these securities.
  • Triggering event date: September 30, 2026, identified as the date of the event requiring this filing.

Hudson Bay Capital and Gerber Disclose Amended Ownership in FG Imperii

According to the filing, Hudson Bay Capital Management LP serves as the investment manager to HB Strategies LLC, the entity in whose name the 1,948,264 Class A Ordinary Shares are held. As a result, the investment manager is described as potentially being deemed the beneficial owner of all Class A Ordinary Shares held by HB Strategies LLC. Sander Gerber, identified as a United States citizen, serves as the managing member of Hudson Bay Capital GP LLC, which acts as the general partner of the investment manager.

The filing states that the ownership percentage of 6.73% was calculated using an aggregate of 28,940,000 Class A Ordinary Shares outstanding as of July 23, 2026, as reported in FG Imperii Acquisition Corp.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on July 24, 2026. The issuer's principal executive offices are listed at 104 S. Walnut Street, Unit 1A, Itasca, IL 60143, while the reporting persons' business address is 290 Harbor Dr., Stamford, CT 06902.

The certifications included in the filing state that, to the best of the signatories' knowledge, the securities "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." Hudson Bay Capital Management LP is organized as a Delaware limited partnership and is classified as an investment adviser and limited partnership (IA, PN). Sander Gerber is classified as a holding company and individual (HC, IN).

What Was Disclosed

This amended Schedule 13G discloses that Hudson Bay Capital Management LP and Sander Gerber jointly hold beneficial ownership of 1,948,264 Class A Ordinary Shares of FG Imperii Acquisition Corp., representing 6.73% of the class, with all power shared and none held solely by either reporting person.