tZERO Group, Inc. filed a Form 425 on November 9, 2026, disclosing a transcript of a CoinDesk television interview with CEO Alan Konevsky and social media posts related to its proposed business combination with FG Imperii Acquisition Corp.

Key Highlights

  • SPAC deal announced: tZERO disclosed plans to go public through a business combination with FG Imperii Acquisition Corp., valuing the company at $350 million, according to the filing.
  • CFTC approval: The filing states the CFTC approved tZERO as a derivatives clearing organization, enabling it to enter tokenized derivatives, perpetual futures, and prediction markets.
  • Custody credentials: According to the filing, tZERO is described as one of the first two broker-dealers permitted to custody assets on chain, dating back to 2024.
  • NYSE and ICE partnership: The filing states that the New York Stock Exchange and ICE selected tZERO as a design partner on their tokenization platform.
  • Tokenization timeline: CEO Alan Konevsky stated in the interview that he believes mainstream tokenization adoption is "under five years" away, characterizing tokenization as already "three to five years into" a typical 5-to-10-year adoption cycle.
  • Subject company: The filing identifies FG Imperii Acquisition Corp. (Commission File No. 001-43056) as the subject company of the Rule 425 disclosure.

tZERO CEO Outlines Public Listing Rationale and Tokenization Infrastructure Strategy

The Form 425 filing, submitted by tZERO Group, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, discloses a transcript of an interview conducted on CoinDesk's "Public Keys" program at the New York Stock Exchange on November 9, 2026. The interview featured Alan Konevsky, identified in the filing as Chief Executive Officer of tZERO Group, Inc.

According to the filing, Konevsky described tZERO as "one of the most diversified infrastructure providers in the ecosystem," offering services spanning tokenization, issuance, secondary trading, custody, and digital transfer agency. He stated the company is pursuing a SPAC transaction with FG Imperii Acquisition Corp. to gain "a more solid footing, a more transparent footing, validation as a public company, access to capital stability." He characterized FG Imperii as bringing "industry-leading experience with public capital markets transactions, as well as deep sector experience in digital assets." The filing also references approximately 3,200 broker-dealers in the U.S. and notes that "probably three quarters of a million or more registered professionals" represent an ecosystem that is, in Konevsky's words, "largely unprepared" for the infrastructure needs required to access tokenized securities and derivatives.

The filing additionally discloses LinkedIn social media posts published by tZERO on November 9, 2026, summarizing the interview and describing the company's capabilities as spanning "tokenization, trading, custody and transfer agency, and a growing derivatives business encompassing perpetual futures and prediction markets." The social media content references tZERO's intent to "support the next phase of institutional adoption." All forward-looking statements and characterizations in the filing are those of tZERO Group, Inc. and are subject to the company's own cautionary language.

What Was Disclosed

tZERO Group, Inc. filed a Form 425 disclosing a CEO interview transcript and related social media posts concerning its proposed SPAC business combination with FG Imperii Acquisition Corp., a $350 million valuation, CFTC derivatives clearing approval, and the company's tokenization infrastructure positioning.