FG Imperii Acquisition Corp. filed a Form 8-K with the SEC on November 2, 2026, disclosing that on October 31, 2026, it entered into an Agreement and Plan of Merger with tZERO Group, Inc., valuing the merger consideration at $325,000,000.

Key Highlights

  • Merger agreement signed October 31, 2026: FG Imperii Acquisition Corp. and tZERO Group, Inc. executed an Agreement and Plan of Merger, along with two merger subsidiaries of FG Imperii.
  • $325,000,000 merger consideration: The aggregate consideration to Company Security Holders consists of shares of Purchaser Class A Common Stock valued at $10.00 per share, totaling $325,000,000.
  • 2,500,000 earn-out shares: An additional 2,500,000 shares of Purchaser Class A Common Stock will be placed in escrow, split equally between two milestone-based tranches of 1,250,000 shares each.
  • Two-step merger structure: The transaction involves a continuation of FG Imperii from the Cayman Islands into Texas, followed by a two-step company merger under Delaware and Texas law.
  • Earn-out milestones include CFTC approvals and EBITDA targets: One tranche is tied to CFTC application approval or certain commercial launches; the other requires positive aggregate Adjusted EBITDA for two separate three-consecutive-month periods within twelve months of closing.
  • Registration statement required: Closing conditions include the effectiveness of a registration statement on Form S-4 to be filed by FG Imperii with the SEC.

FG Imperii and tZERO Outline Terms of Proposed Business Combination

According to the Form 8-K filed on November 2, 2026, FG Imperii Acquisition Corp. (NASDAQ:FGII), a Cayman Islands exempted company, entered into an Agreement and Plan of Merger on October 31, 2026, with tZERO Group, Inc., a Delaware corporation, along with two wholly-owned subsidiaries: FGII Merger Sub I Inc., a Delaware corporation, and FGII Merger Sub II LLC, a Texas limited liability company. The filing states that the transactions contemplated by the agreement are referred to as the "Business Combination" or the "Transactions."

The filing describes a two-step merger structure. First, FG Imperii intends to de-register from the Cayman Islands and continue as a Texas corporation, a step the filing calls the "Continuation." Following that, Merger Sub I would merge with and into tZERO, with tZERO continuing as the Initial Surviving Corporation. Immediately afterward, the Initial Surviving Corporation would merge with and into Merger Sub II, leaving Merger Sub II as the Surviving Company. The filing notes that the Purchaser Class A Common Stock issued in the merger is valued at $10.00 per share, with total merger consideration of $325,000,000.

The filing further discloses that 2,500,000 Company Earn-out Shares will be issued to an escrow agent at closing. Of these, 1,250,000 shares are tied to certain CFTC-related milestones, including approval of tZERO's pending designated contract market and derivatives clearing organization applications, or the execution of a qualifying license, collaboration, or partnership agreement, each within four years of closing. The remaining 1,250,000 shares are contingent on tZERO achieving positive aggregate Adjusted EBITDA for two separate periods of three consecutive calendar months within twelve months of closing. According to the filing, any unearned earn-out shares will be returned to the Purchaser and cancelled, and all unearned shares will be deemed earned if the Purchaser consummates a change of control transaction during the applicable earn-out period.

What Was Disclosed

FG Imperii Acquisition Corp. disclosed a signed merger agreement with tZERO Group, Inc., including $325,000,000 in share-based merger consideration at $10.00 per share, a two-step merger and Cayman-to-Texas continuation structure, milestone-based earn-out provisions for 2,500,000 additional shares, and customary closing conditions including SEC registration statement effectiveness and shareholder approvals.