tZERO Group, Inc. filed a Form 425 on November 3, 2026, disclosing social media posts it published regarding its proposed business combination with FG Imperii Acquisition Corp. (NASDAQ:FGII), a special purpose acquisition company focused on the North American financial services sector.

Key Highlights

  • Filing party: tZERO Group, Inc. filed pursuant to Rule 425 under the Securities Act of 1933, also deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934.
  • Subject company: FG Imperii Acquisition Corp. (NASDAQ:FGII), Commission File No. 001-43056.
  • Proposed transaction: tZERO described the arrangement as "a proposed business combination" with FG Imperii, according to the filing.
  • Disclosed capabilities: tZERO listed services including tokenization and transfer agent services, brokerage and secondary market trading, custody, clearing and settlement, derivatives and prediction market infrastructure (certain regulatory applications pending), API and white label solutions, and a portfolio of more than 100 blockchain patents.
  • Business model: The filing describes tZERO's Infrastructure-as-a-Service model enabling institutions to offer digital market capabilities without building the full regulatory and technology stack themselves.
  • Post-combination exchange: The filing references the combined company's "continued listing on NYSE American" as one of the noted risk factors.
  • Registration statement: FG Imperii and tZERO intend to file a registration statement on Form S-4, which will include a preliminary proxy statement, according to the filing.

tZERO and FG Imperii Disclose Proposed Business Combination Details

On November 3, 2026, tZERO Group, Inc. submitted a Form 425 to the SEC reproducing the text of posts it published on LinkedIn and X (formerly Twitter) on the same date. The posts describe the proposed business combination with FG Imperii Acquisition Corp., a SPAC formed, according to the filing, "for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses in the North American financial services sector."

According to the filing, tZERO characterizes itself as "tokenizing Wall Street" and describes its subsidiaries as SEC- and CFTC-registered entities. The social media content outlines an Infrastructure-as-a-Service offering through which institutions can provide digital market capabilities to their clients. tZERO's listed service areas include tokenization and transfer agent services, brokerage and secondary market trading, custody, clearing and settlement, derivatives and prediction market infrastructure (with certain regulatory applications noted as pending), API and white label solutions, and more than 100 blockchain patents.

The filing includes cautionary language noting that the communication "contains forward-looking statements" and that such statements are "not guarantees of future performance." The filing also explicitly states: "This is not an offer to sell or a solicitation of an offer to buy any securities." Among the risk factors cited are the possibility that the proposed business combination may not be completed in a timely manner or at all, risks related to shareholder approval, and the ability to meet stock exchange listing standards in connection with the consummation of the transaction. The filing notes that FG Imperii and tZERO intend to file a Form S-4 registration statement with the SEC, which will include a preliminary proxy statement.

What Was Disclosed

tZERO Group, Inc. filed a Form 425 reproducing November 3, 2026 social media posts about its proposed business combination with NASDAQ:FGII. The posts outline tZERO's service offerings, Infrastructure-as-a-Service model, and the planned filing of a Form S-4 registration statement.