FG Imperii Acquisition Corp. filed a Form 425 on November 9, 2026, disclosing a tZERO Group, Inc. newsletter distributed on November 6, 2026, that announced a definitive business combination agreement between tZERO Group, Inc. and FG Imperii Acquisition Corp. (NASDAQ:FGII).

Key Highlights

  • Definitive agreement signed: tZERO Group, Inc. and FG Imperii entered into a definitive business combination agreement announced on November 2, 2026.
  • Pre-money equity valuation: The proposed transaction values tZERO at $350 million on a pre-money equity basis, including up to $25 million contingent on specified milestones.
  • Trust account proceeds: The combined company could receive up to approximately $231 million held in FG Imperii's trust account before transaction expenses, depending on shareholder redemptions.
  • Expected closing timeline: Closing is expected in early 2027, subject to shareholder approvals, regulatory consents, and other closing conditions.
  • Planned listing: The combined company's shares are expected to trade on NYSE American under the ticker "TZRO."
  • CFTC clearinghouse registration: In October, the CFTC registered tZERO DCO, LLC as a derivatives clearing organization, authorizing it to clear fully collateralized futures, options on futures, and swaps.
  • Temple Digital partnership: Temple Digital Group selected tZERO Securities as the registered broker-dealer and ATS operator for its planned tokenized securities platform on the Canton Network.

tZERO-FG Imperii Combination: Key Terms and Strategic Context

According to the filing, tZERO Group, Inc. and FG Imperii Acquisition Corp. (NASDAQ:FGII) entered into a definitive business combination agreement that, upon completion, is expected to bring tZERO to the public markets. The proposed transaction values tZERO at $350 million on a pre-money equity basis, including up to $25 million contingent on specified milestones, and the combined company could also receive up to approximately $231 million held in FG Imperii's trust account before transaction expenses, depending on shareholder redemptions. Closing is expected in early 2027, subject to shareholder approvals, regulatory consents, and other closing conditions.

The filing states that if completed, the transaction "could provide additional capital to strengthen tZERO's balance sheet, expand its technology and regulated infrastructure, accelerate commercial growth and support new products and institutional partnerships." The filing characterizes these plans as building on capabilities tZERO has already developed across securities brokerage, ATS trading, custody, transfer agency, and derivatives clearing, while noting that "the transaction's completion and potential proceeds remain subject to closing conditions."

The newsletter disclosed in the filing also highlighted two recent developments in tZERO's infrastructure. In October, the CFTC registered tZERO DCO, LLC as a derivatives clearing organization, authorizing it to clear fully collateralized futures, options on futures, and swaps, with a separate application to operate a designated contract market still pending, according to the filing. Separately, Temple Digital Group selected tZERO Securities as the registered broker-dealer and ATS operator for its planned tokenized securities platform on the Canton Network, pairing Temple's proprietary matching engine with tZERO's regulated client onboarding and transaction services.

What Was Disclosed

FG Imperii Acquisition Corp. filed a Form 425 disclosing a tZERO subscriber newsletter that announced a definitive business combination agreement valuing tZERO at $350 million pre-money, with the combined company's shares expected to trade on NYSE American under the ticker "TZRO" following an anticipated early 2027 close.