tZERO Group, Inc. filed a Form 425 on November 2, 2026, pursuant to Rule 425 under the Securities Act of 1933, disclosing an investor presentation related to a proposed business combination with FG Imperii Acquisition Corp. (Commission File No. 001-43056).

Key Highlights

  • Proposed transaction: tZERO Group, Inc. and FG Imperii Acquisition Corp. are parties to a proposed business combination, which may also include a potential related private placement of securities.
  • Management named: tZERO's leadership team includes Alan Konevsky (CEO and Chairman), James Knight (EVP, Chief Financial Officer), and Vanessa Savino (EVP, Chief Legal and Administrative Officer), among others listed in the presentation.
  • FG Imperii leadership: Larry Swets, CFA, serves as Chief Executive Officer of FG Imperii, with Tony Scuderi as President and Kyle Cerminara, CFA, as Senior Advisor.
  • Revenue growth projection: The filing states "triple-digit year-over-year (2026E - 2027E) revenue growth expected," characterized as an investment highlight.
  • Regulatory footprint: According to the filing, tZERO holds 3 active SEC registrations and 1 active CFTC registration, with 2 pending CFTC applications.
  • Infrastructure verticals: The filing describes three verticals: Securities, Derivatives, and Intellectual Property, presented as operating across SEC- and CFTC-regulated stacks.
  • Market context cited: The presentation references a BCG and Ripple 2025 report projecting a $18.9 trillion tokenized asset market by 2033.

tZERO and FG Imperii Outline Proposed Combination and Infrastructure Platform

According to the filing, tZERO Group, Inc. submitted a Form 425 - filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 - naming FG Imperii Acquisition Corp. as the subject company (Commission File No. 001-43056). The document is an investor presentation prepared "to assist interested parties in making their own evaluation with respect to a proposed business combination" between the two entities, as well as a potential related private placement.

The presentation describes tZERO as "a vertically-integrated, multi-pronged infrastructure stack" covering issuance, trading, settlement, custody, and transfer agent services for tokenized and traditional assets. The filing states that tZERO's subsidiary, tZERO Securities, LLC, is a broker-dealer registered with the SEC and a member of FINRA and SIPC, and that tZERO Digital Asset Securities, LLC holds the same registrations and operates as a separate broker-dealer. tZERO Transfer Services, LLC is described as a SEC-registered transfer agent, and tZERO Introducing Broker, LLC is described as a CFTC-registered introducing broker and NFA member.

Among the investment highlights listed in the filing are "meaningful additional embedded optionality, particularly CFTC stack and patent portfolio," and "core partnerships with multi trillion-dollar asset pools yet to be tokenized." The filing also notes pending Designated Contract Market (DCM) and Derivatives Clearing Organization (DCO) registration applications with the CFTC. The presentation contains forward-looking statements, including the revenue growth projection, which are the company's own and subject to its cautionary language, as noted in the filing's disclaimer section.

What Was Disclosed

tZERO Group, Inc. filed a Form 425 on November 2, 2026, disclosing a presentation related to its proposed business combination with FG Imperii Acquisition Corp., covering the proposed transaction structure, management teams, regulatory registrations, and infrastructure capabilities.