FG Imperii Acquisition Corp. filed a Form 425 on November 2, 2026, disclosing that tZERO Group, Inc. has entered into a proposed business combination agreement with FG Imperii that would result in tZERO becoming a publicly traded company.

Key Highlights

  • Proposed combination announced: tZERO Group, Inc. has entered into an agreement with FG Imperii Acquisition Corp. (NASDAQ:FGII) to become a publicly traded company.
  • Expected listing: Upon closing, the combined company is expected to trade under the ticker TZRO on NYSE American.
  • CEO statement: Alan Konevsky, Chief Executive Officer of tZERO, stated the transaction "delivers that objective, unlocks growth paths and strengthens our ability to scale market infrastructure required for an increasingly tokenized financial system."
  • Patent portfolio: tZERO disclosed it holds a portfolio of over 100 blockchain patents.
  • Infrastructure scope: tZERO described capabilities spanning tokenized securities, derivatives, prediction markets, crypto products, trading, custody, clearing, and settlement.
  • Future exploration: According to the filing, tZERO will also explore pathways for onchain trading, custody, and utility utilization alongside its exchange listing.

tZERO and FG Imperii Announce Business Combination Agreement

The Form 425 was filed by FG Imperii Acquisition Corp. 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, with tZERO Group, Inc. named as the subject company (Commission File No. 001-43056). The filing reproduces social media posts published by tZERO on November 2, 2026, on LinkedIn and X, announcing the proposed transaction.

According to the filing, FG Imperii Acquisition Corp. (NASDAQ:FGII) is a special purpose acquisition company formed to effect a merger or similar business combination with one or more businesses in the North American financial services sector. The filing describes FG Imperii's leadership as combining "the transaction and public company experience of the Fundamental Global organization with the crypto, Web3 and digital asset capital markets expertise of Imperii Partners." tZERO is described in the filing as enabling "the tokenization economy by offering institutional market participants end-to-end financial infrastructure-as-a-service (IaaS)" through SEC- and CFTC-registered subsidiaries.

The filing contains forward-looking statements and includes a cautionary note identifying several risk factors. These include the risk that the proposed business combination "may not be completed in a timely manner or at all," the risk related to redemption requests by FG Imperii's public shareholders, the ability to meet stock exchange listing standards, and risks tied to tZERO's ability to scale its business. FG Imperii and tZERO disclosed they intend to file a Proxy Statement/Prospectus with the SEC in connection with the proposed transaction.

What Was Disclosed

FG Imperii Acquisition Corp. filed a Form 425 reproducing tZERO Group social media posts from November 2, 2026, announcing a proposed business combination. Upon closing, tZERO is expected to trade as TZRO on NYSE American. A Proxy Statement/Prospectus is forthcoming.