FG Imperii Acquisition Corp. filed a Form 425 on November 2, 2026, disclosing that tZERO Group, Inc. plans to merge with the blank-check company in a deal that values tZERO at $350 million, with the combined entity expected to list on NYSE American under the ticker TZRO.

Key Highlights

  • Deal valuation: The proposed business combination values tZERO at $350 million, according to the filing.
  • SPAC trust cash: The transaction could provide up to $231 million in SPAC trust cash, subject to shareholder redemptions and expenses.
  • Planned exchange and ticker: The combined company plans to trade on NYSE American under the ticker TZRO.
  • Shareholder support: Investors representing about 62% of tZERO's fully diluted capital have signed support agreements, the filing states.
  • Patent portfolio: tZERO holds more than 100 blockchain-related patents covering tokenization and securities infrastructure.
  • Expected close: The deal is expected to close in early 2027, pending shareholder and regulatory approvals.
  • CEO continuity: Alan Konevsky is expected to remain CEO of the combined company following the transaction.

tZERO's Infrastructure-as-a-Service Model and the Path to Going Public

According to the filing, tZERO Group, Inc. has been operating in blockchain-based securities markets since 2014, well before the current wave of institutional tokenization activity. Its SEC- and CFTC-registered subsidiaries provide trading, brokerage, custody, and transfer agent services for digital securities. The company describes its business model as a financial infrastructure-as-a-service offering, abbreviated IaaS, which allows institutional clients to deliver digital market capabilities to their own customers without constructing the underlying regulatory and technology stack themselves.

The filing includes a statement from CEO Alan Konevsky: "Global and domestic institutions want to offer tokenized products under their own brands, with control over their customer relationships. tZERO provides the end-to-end infrastructure behind those offerings. This proposed transaction is intended to give us greater access to capital to scale that Infrastructure-as-a-Service model." Intercontinental Exchange, the parent company of the New York Stock Exchange, is identified in the filing as among the investors in tZERO and as one of the design partners selected by NYSE for its blockchain-based securities trading platform.

The filing also discloses that tZERO is in a legal dispute with rival tokenization firm Securitize (SECZ) over patents, with the company's more than 100 blockchain-related intellectual property holdings described as a source of contention. Existing tZERO shareholders are expected to retain their equity in the combined company. FG Imperii Acquisition Corp. trades on NASDAQ:FGII and describes itself as a special purpose acquisition company formed to combine with businesses in the North American financial services sector, drawing on the transaction experience of the Fundamental Global organization and the digital asset expertise of Imperii Partners.

What Was Disclosed

FG Imperii Acquisition Corp. filed a Form 425 reproducing a CoinDesk article and company descriptions posted by tZERO on November 2, 2026, announcing a proposed $350 million SPAC merger, a planned NYSE American listing under TZRO, and an expected closing in early 2027 subject to regulatory and shareholder approvals.