On November 2, 2026, tZERO Group, Inc. filed a Form 425 announcing a definitive business combination agreement with FG Imperii Acquisition Corp. (NASDAQ:FGII), a special purpose acquisition company, through which tZERO expects to become a publicly traded company.

Key Highlights

  • Pre-money valuation: The proposed business combination values tZERO at a pre-money equity valuation of $350 million, including up to $25 million contingent on the achievement of specified milestones.
  • Trust account proceeds: The combined company may receive up to approximately $231 million of cash held in FG Imperii's trust account, subject to redemptions by public shareholders and before transaction expenses.
  • Forward purchase agreement: The company has agreed to enter into a forward purchase arrangement with FG Merchant Partners LP covering up to 2.5 million shares, subject to definitive documentation.
  • Shareholder support: tZERO has received support agreements from shareholders representing approximately 62% of its capital, on a fully diluted basis.
  • Expected listing: Following closing, the combined company's common stock is expected to trade on NYSE American under the ticker symbol "TZRO."
  • Existing equity rolled over: Existing tZERO shareholders are expected to roll 100% of their equity interests into the combined company.
  • Expected closing: The transaction is expected to close in early 2027, subject to shareholder approvals, applicable regulatory consents and filings, and other customary closing conditions.

tZERO and FG Imperii Announce Definitive Business Combination Terms

According to the filing, tZERO Group, Inc. and FG Imperii Acquisition Corp. (NASDAQ:FGII) have entered into a definitive business combination agreement dated November 2, 2026. The transaction is structured so that existing tZERO shareholders are expected to roll 100% of their equity interests into the combined company. The boards of directors of both tZERO and FG Imperii have unanimously approved the proposed transaction, the filing disclosed.

The filing states that tZERO operates regulated subsidiaries spanning securities and derivatives infrastructure, including an SEC-registered, FINRA-member broker-dealer, an alternative trading system operated pursuant to Regulation ATS, SEC-registered transfer agent services, and a CFTC-registered introducing broker and derivatives clearing organization. The company also holds a pending application for designation as a designated contract market, which the filing says is expected to bring regulated derivatives onto tZERO's platform. tZERO's intellectual property portfolio is described in the filing as comprising more than 100 early-dated blockchain patents covering core tokenization, custody, and settlement processes.

According to the filing, an affiliate of FG Imperii has also provided additional capital to tZERO's previously announced funding round to support the transaction. Net proceeds from the transaction, as disclosed, are expected to be used to strengthen tZERO's balance sheet, expand its technology and regulated infrastructure, accelerate commercial growth, support new products and strategic partnerships, and fund other general corporate purposes. Upon completion, tZERO's existing management team, led by Chief Executive Officer Alan Konevsky, is expected to continue leading the combined company. The combined company's board is expected to include the CEO and other directors designated by tZERO, together with one board observer designated by FG Imperii's sponsor.

What Was Disclosed

tZERO Group, Inc. filed a Form 425 on November 2, 2026, announcing a definitive business combination agreement with FG Imperii Acquisition Corp. (NASDAQ:FGII), valuing tZERO at $350 million pre-money, with the combined company expected to list on NYSE American under "TZRO" in early 2027.