tZERO to Go Public via $350M SPAC Merger with FG Imperii

tZERO Group, Inc., a financial technology company powering tokenized financial markets through regulated Infrastructure-as-a-Service (IaaS) solutions, and FG Imperii Acquisition Corp. (Nasdaq: FGII), a publicly traded special purpose acquisition company, have entered into a definitive business combination agreement. The transaction will bring tZERO to the public markets at a pre-money equity valuation of $350 million, with existing tZERO shareholders expected to roll 100% of their equity into the combined company. Following the closing, the combined company’s common stock is expected to trade on NYSE American under the ticker symbol “TZRO.” The combined company may receive up to approximately $231 million of cash held in FG Imperii’s trust account, subject to redemptions, and has entered into a term sheet for a forward purchase agreement with FG Merchant Partners LP covering up to 2.5 million shares. An affiliate of FG Imperii has also provided additional capital to tZERO’s previously announced funding round.

Alan Konevsky, Chief Executive Officer of tZERO, said the transaction delivers the objective of a more independent footprint, unlocks growth paths, and strengthens tZERO’s ability to scale market infrastructure for an increasingly tokenized financial system. Larry Swets, Chief Executive Officer of FG Imperii, highlighted tZERO’s differentiated technology, hard-to-replicate regulatory infrastructure, and years of operating experience in digital securities. Tony Scuderi, President of FG Imperii and founder of Imperii Partners, noted that tokenization is becoming a practical component of institutional financial infrastructure, creating demand for regulated platforms that connect assets, investors, and liquidity.

tZERO provides access to a range of financial services and infrastructure supporting the issuance, trading, settlement, and custody of tokenized assets through its regulated subsidiaries. These include an SEC-registered, FINRA-member broker-dealer, an alternative trading system, transfer agent services, and custody and settlement for tokenized and traditional securities; a CFTC-registered introducing broker and derivatives clearing organization with a pending DCM application; and a patent portfolio covering core tokenization, custody, and settlement processes. The transaction is expected to close in early 2027, subject to customary closing conditions, including shareholder approvals, regulatory consents, and NYSE American listing approval. Advisors include Chardan as exclusive financial advisor and capital markets advisor to tZERO, and Lowenstein Sandler LLP and Loeb & Loeb LLP as legal advisors. For more information, visit tZERO’s website or the SEC’s website at www.sec.gov.