tZERO Group, Inc. (tZERO Group, Inc.), a financial technology company providing regulated Infrastructure-as-a-Service (IaaS) solutions for tokenized financial markets, 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 result in tZERO becoming an independent public company, with its common stock expected to trade on NYSE American under the ticker symbol “TZRO.” The proposed deal values tZERO at a pre-money equity valuation of $350 million, including up to $25 million contingent on achieving specified milestones. Existing tZERO shareholders are expected to roll 100% of their equity interests into the combined company.
The announcement, made via NEWMEDIAWIRE, highlights tZERO’s evolution since its strategic and leadership reset last year. The company is now recognized as a leading, broadly diversified, end-to-end infrastructure provider for tokenized securities and derivatives, prediction markets, and other digital assets, including crypto. Its tokenized securities offering is supported by more than 100 early-dated blockchain patents, which the company says creates a licensable moat for partners and underpins its bridge between traditional and decentralized finance.
“We have talked about the next phase of tZERO’s evolution requiring a more independent footprint. This transaction delivers that objective, unlocks growth paths and strengthens our ability to scale market infrastructure required for an increasingly tokenized financial system,” said Alan Konevsky, Chief Executive Officer of tZERO. He added that the company’s infrastructure-as-a-service capabilities are complete, hard to replicate individually, and in many cases unique in the marketplace, and are already commercialized with Tier 1 institutional customers.
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. An affiliate of FG Imperii has also provided additional capital to tZERO’s previously announced funding round to support the transaction. Additionally, the company has agreed to enter into a forward purchase arrangement with FG Merchant Partners LP, an affiliate of Fundamental Global, covering up to 2.5 million shares, subject to definitive documentation.
“tZERO combines differentiated technology, hard-to-replicate regulatory infrastructure and years of operating experience in digital securities,” said Larry Swets, Chief Executive Officer of FG Imperii. “Our team has evaluated and executed public market transactions across multiple market cycles, with a focus on businesses capable of creating durable, long-term shareholder value. We believe tZERO has the infrastructure, leadership and strategic position to become an important public company at the intersection of capital markets and blockchain technology.”
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 has spent years building the capabilities required to serve that market, he said, and its combination of regulatory permissions, technology, and institutional connectivity provides a compelling foundation for growth.
Through its regulated subsidiaries, tZERO offers an SEC-registered, FINRA-member broker-dealer infrastructure, an alternative trading system operated pursuant to Regulation ATS, SEC-registered transfer agent services, and brokerage, custody, and settlement services for tokenized and traditional securities. It also operates a CFTC-registered introducing broker and derivatives clearing organization, with a pending application for designation as a designated contract market, expected to bring regulated derivatives onto its platform this year.
The boards of directors of both companies have unanimously approved the proposed business combination. tZERO has received support agreements from shareholders representing approximately 62% of its capital on a fully diluted basis. The transaction is expected to close in early 2027, subject to customary closing conditions, including shareholder approvals, regulatory consents, and the effectiveness of the registration statement on Form S-4. Additional information will be included in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission and available at www.sec.gov.
Upon completion, tZERO’s existing management team, led by CEO Alan Konevsky, is expected to continue leading the combined company. The board is expected to consist of the CEO and other directors designated by tZERO at closing, along with one board observer designated by FG Imperii’s sponsor. The net proceeds from the transaction are intended to strengthen tZERO’s balance sheet, expand its technology and regulated infrastructure, accelerate commercial growth, support new products and strategic partnerships, and fund general corporate purposes.
