tZERO Goes Public via SPAC Merger with FG Imperii
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tZERO to Go Public via Business Combination with FG Imperii Acquisition Corp.
NEW YORK, NY and ITASKA, IL, November 2, 2026 - tZERO Group, Inc., a financial technology company powering tokenized financial markets through regulated Infrastructure-as-a-Service solutions, and FG Imperii Acquisition Corp. (Nasdaq: FGII), a publicly traded special purpose acquisition company, announced that they have entered into a definitive business combination agreement.
The proposed transaction values tZERO at a pre-money equity valuation of $350 million, including up to $25 million to be realized upon the achievement of specified milestones. Existing tZERO shareholders are expected to roll 100 percent of their equity interests into the combined company. Following the closing, the combined company 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 trust account, subject to redemptions and transaction expenses. An affiliate of FG Imperii has also provided additional capital to tZERO previously announced funding round and entered into a term sheet for a forward purchase agreement.
Key Highlights
- Diversified regulated infrastructure across the asset lifecycle including tokenization, transfer agent, brokerage, trading, custody, clearing, and settlement capabilities.
- Established regulatory foundation operating through multiple regulated entities.
- More than a decade of digital market experience since 2014.
- Infrastructure-as-a-Service growth model offering API and white label solutions for B2B and B2B2C partners.
