tZERO Group, Inc. filed a Form 425 on November 2, 2026, disclosing a planned business combination with FG Imperii Acquisition Corp. that would value tZERO at $350 million and list the combined company on NYSE American under the ticker TZRO.

Key Highlights

  • Deal valuation: The transaction values tZERO at $350 million, according to the filing.
  • SPAC trust cash: The transaction could provide up to $231 million in SPAC trust cash, subject to shareholder redemptions and expenses.
  • Planned listing: The combined company plans to trade on NYSE American under the ticker TZRO.
  • Shareholder support: Investors representing approximately 62% of tZERO's fully diluted capital have signed support agreements.
  • Expected close: The deal is expected to close in early 2027, pending shareholder and regulatory approvals.
  • Patent portfolio: tZERO holds more than 100 blockchain-related patents covering tokenization and securities infrastructure.
  • CEO continuity: Alan Konevsky is expected to remain CEO of the combined company.

tZERO and FG Imperii Announce Terms of Proposed Business Combination

According to the Form 425 filing, tZERO Group, Inc. and FG Imperii Acquisition Corp. (NASDAQ:FGII) announced a proposed merger that would bring tZERO's blockchain-based securities infrastructure business to the public markets. The deal values tZERO at $350 million and could deliver up to $231 million in SPAC trust cash, with the actual amount subject to shareholder redemptions and transaction expenses. The combined company is expected to list on NYSE American under the ticker TZRO.

The filing describes tZERO as having operated in blockchain-based securities markets since 2014, with regulated subsidiaries providing trading, brokerage, custody, and transfer agent services for digital securities. The filing notes that Intercontinental Exchange (ICE), parent company of the New York Stock Exchange, is among the investors in tZERO and selected the firm as one of the design partners for the NYSE's blockchain-based securities trading platform. CEO Alan Konevsky is quoted in the filing stating that the proposed transaction "is intended to give us greater access to capital to scale that Infrastructure-as-a-Service model."

The filing also discloses that tZERO is currently in a legal dispute with rival tokenization firm Securitize (SECZ) over patents from its portfolio of more than 100 blockchain-related patents. Existing tZERO shareholders are expected to retain their equity in the combined company. In connection with the proposed business combination, FG Imperii and tZERO intend to file a registration statement on Form S-4 with the SEC, which will include a preliminary proxy statement and a preliminary prospectus. The filing contains forward-looking statements that the companies caution should not be relied upon as guarantees of future performance.

What Was Disclosed

tZERO Group, Inc. filed a Form 425 announcing a proposed $350 million SPAC merger with FG Imperii Acquisition Corp., with plans to list on NYSE American under TZRO. The deal is expected to close in early 2027, subject to shareholder and regulatory approvals.