tZERO Group, Inc. filed a Form 425 on November 6, 2026, disclosing a definitive business combination agreement with FG Imperii Acquisition Corp. (NASDAQ:FGII) that, if completed, would bring tZERO to the public markets.

Key Highlights

  • Proposed valuation: The transaction values tZERO at $350 million on a pre-money equity basis, including up to $25 million contingent on specified milestones.
  • Trust account: 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: 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 registration: 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 and FG Imperii Business Combination: Transaction Details and Recent Developments

According to the filing, tZERO Group, Inc. and FG Imperii Acquisition Corp. entered into a definitive business combination agreement on November 2, 2026. The proposed transaction values tZERO at $350 million on a pre-money equity basis, with up to $25 million of that amount contingent on specified milestones. The filing also notes that the combined company could receive up to approximately $231 million from FG Imperii's trust account before transaction expenses, with the exact amount depending on shareholder redemptions. If completed, closing is expected in early 2027, pending shareholder approvals, regulatory consents, and other closing conditions.

The filing states that, if the transaction is completed, the combined company's shares are expected to trade on NYSE American under the ticker "TZRO." The filing describes the potential benefits of the transaction as including additional capital to strengthen tZERO's balance sheet, expand its technology and regulated infrastructure, accelerate commercial growth, and support new products and institutional partnerships, while noting that "the transaction's completion and potential proceeds remain subject to closing conditions."

Separately, the filing reports that in October 2026, the CFTC registered tZERO DCO, LLC as a derivatives clearing organization, permitting it to clear fully collateralized futures, options on futures, and swaps. The filing also discloses that tZERO's separate application to operate a designated contract market remains pending. Additionally, Temple Digital Group selected tZERO Securities to provide brokerage and ATS infrastructure for a planned tokenized securities platform on the Canton Network, with the arrangement pairing Temple's proprietary matching engine and central limit order book with tZERO's regulated client onboarding and transaction services.

What Was Disclosed

tZERO filed a Form 425 disclosing a definitive business combination agreement with NASDAQ:FGII valued at $350 million pre-money, a CFTC derivatives clearing organization registration, and a brokerage infrastructure agreement with Temple Digital Group, with a planned NYSE American listing under "TZRO."