tZERO Group, Inc. filed a Form 425 on November 11, 2026, announcing CFTC approval of its subsidiary tZERO DCM, LLC as a Designated Contract Market and the satisfaction of the first earn-out milestone under its proposed merger with FG Imperii Acquisition Corp.

Key Highlights

  • DCM registration granted: The CFTC approved tZERO DCM, LLC as a Designated Contract Market, authorizing it to operate a regulated derivatives exchange.
  • DCO registration previously granted: tZERO DCO, LLC was registered as a Derivatives Clearing Organization by the CFTC on October 16, 2026.
  • First earn-out milestone satisfied: Under the Agreement and Plan of Merger dated October 31, 2026 with FG Imperii Acquisition Corp. (NASDAQ:FGII), the first earn-out milestone is satisfied upon CFTC approval of both the DCM and DCO designations.
  • Growth target cited for 2027: According to the filing, both registrations represent "a key business target that will foster the company's growth in 2027."
  • IaaS model extended: The DCM and DCO registrations extend tZERO's Infrastructure-as-a-Service model into derivatives markets, adding to existing broker-dealer, ATS, custody, transfer agency, and clearing and settlement services.
  • CEO statement: Alan Konevsky, Chief Executive Officer of tZERO, stated in the filing that "securing both exchange and clearinghouse approvals is a major achievement for tZERO."

tZERO Completes Dual CFTC Registrations and Triggers Merger Earn-Out

According to the Form 425 filing, the CFTC's approval of tZERO DCM, LLC as a Designated Contract Market on November 11, 2026, follows the earlier October 16, 2026 registration of tZERO DCO, LLC as a Derivatives Clearing Organization. The filing describes these two approvals together as completing "a significant milestone in tZERO's strategy to build regulated infrastructure supporting both traditional and digital financial markets."

The filing states that the first earn-out milestone under the Agreement and Plan of Merger dated October 31, 2026, between tZERO and FG Imperii Acquisition Corp. is "satisfied upon CFTC approval of tZERO's pending DCM and DCO designations." With both registrations now in place, tZERO disclosed that it "has delivered on one of its key performance targets." FG Imperii Acquisition Corp. trades on NASDAQ:FGII and is described in the filing as a special purpose acquisition company focused on the North American financial services sector.

The filing notes that tZERO's existing regulated securities infrastructure includes broker-dealer services, an alternative trading system, digital asset securities custody, transfer agency, and clearing and settlement services. The new DCM and DCO registrations are described as creating "a unique new derivatives market infrastructure vertical" within tZERO's IaaS business, with the stated aim of enabling financial institutions and other market participants to access exchange and clearing services. The filing also references social media posts published on November 11, 2026, citing derivative products including "event contracts and other eligible instruments, subject to applicable regulatory approvals."

What Was Disclosed

tZERO Group, Inc. disclosed CFTC approval of its DCM subsidiary, completion of a prior DCO registration, and satisfaction of the first earn-out milestone under its proposed merger with FG Imperii Acquisition Corp., as set out in the October 31, 2026 merger agreement.