FG Imperii Acquisition Corp. filed a Form 425 on November 11, 2026, disclosing that tZERO Group, Inc. received CFTC approval for its subsidiary tZERO DCM, LLC as a Designated Contract Market and satisfied the first earn-out milestone under its proposed merger agreement with FG Imperii.

Key Highlights

  • DCM registration granted: The CFTC approved tZERO DCM, LLC as a Designated Contract Market, authorizing it to operate a regulated derivatives exchange, according to the filing.
  • Prior DCO approval: The CFTC registered tZERO DCO, LLC as a Derivatives Clearing Organization on October 16, 2026, preceding the DCM approval.
  • Merger agreement: An Agreement and Plan of Merger between tZERO and FG Imperii Acquisition Corp. was dated October 31, 2026, the filing states.
  • First earn-out milestone satisfied: The filing discloses that the first earn-out milestone under the merger agreement is satisfied upon CFTC approval of tZERO's pending DCM and DCO designations, which have now both been granted.
  • Growth target cited: The filing states the approvals represent "a key business target that will foster the company's growth in 2027."
  • IaaS expansion: The approvals are described as establishing "a unique new derivatives market infrastructure vertical" within tZERO's Infrastructure-as-a-Service business.

tZERO's Dual CFTC Registrations and Impact on the FG Imperii Merger

According to the Form 425 filing, tZERO Group, Inc. announced on November 11, 2026 that the CFTC approved the registration of its wholly owned subsidiary, tZERO DCM, LLC, as a Designated Contract Market. The filing describes this as the conclusion of a two-part regulatory process, following the CFTC's October 16, 2026 registration of tZERO DCO, LLC as a Derivatives Clearing Organization. Together, the filing states, the two registrations give tZERO "the regulatory foundation to support derivatives trading and clearing through its own regulated entities."

The filing connects these approvals directly to the proposed business combination with FG Imperii Acquisition Corp. (NASDAQ:FGII), a special purpose acquisition company. Under the Agreement and Plan of Merger dated October 31, 2026, the first earn-out milestone is defined as being satisfied upon CFTC approval of tZERO's pending DCM and DCO designations. The filing states that with both registrations now in place, tZERO has "delivered on one of its key performance targets." Alan Konevsky, identified as Chief Executive Officer of tZERO, is quoted in the filing as saying the approvals "illustrate our ability to deliver on the company's roadmap and business plans and drive shareholder value and revenue opportunities."

The filing further describes how the new derivatives capabilities are intended to complement tZERO's existing regulated securities infrastructure, which the filing lists as including broker-dealer, alternative trading system, digital asset securities custody, transfer agent, clearing, and settlement services. The filing notes that forward-looking statements are included and directs readers to the company's cautionary disclosures at a referenced URL.

What Was Disclosed

FG Imperii Acquisition Corp. filed a Form 425 disclosing that tZERO Group, Inc. received CFTC approval for a Designated Contract Market registration, satisfying the first earn-out milestone under the October 31, 2026 Agreement and Plan of Merger between the two companies.